Deals and Fairytales
by Nist498
Summary: The first in the Outsider's Tales series for PMMM. Homura has once again returned to the past in order to save her friend but this time an incredibly evil force has come to this world and plans to take advantage of the chaos about to come. How does she and the rest of the PMMM cast fit into the plans of the Dark One? And can they somehow find a road to their own happy ending?
1. Chapter 1

Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

* * *

Chapter 1: A Simple Deal

The skies were an angry grey and black. Lightning struck at random places and thunder boomed across the devastated city. The once beautiful metropolis was now a twisted wreck: Buildings had been torn apart, the asphault had been torn apart as pieces of the Earth had been heaved skyward, cars were strewn about, water gushed out of breaks in the city's water main, everywhere the heavy scent of ozone wafted about. To any normal human it would look like a massive natural disaster. The girl standing in the middle of this maelstrom was not normal however. Clad in purples, whites, greys, and blacks the girl stood defiant against the true cause of the calamity ravaging the city, the gigantic monster hovering overhead. Its horrible red grin mocked the girl who unleashed everything she could on it. Gun fire and explosions were everywhere filling the area with an acrid smoke that stung the eyes. Yet despite the impressive display the monster remained, its very existence some kind of sick joke on the girl struggling desperately to defeat it. She pushed herself as hard as possible her one thought reverberating through her mind. 'Why? Damn it, why can't I beat you!?'

Then one of the creature's attacks found its mark and the girl was slammed down into the darkness below...

* * *

The hospital reeked of antiseptic and other medicines, it's hallways scrubbed down in the usual clinical manner. Occasionally, a gurney or crash cart could be found and various hospital staff and patients wandered to and fro going about their day to day lives. Sometimes the smells of blood, vomit, or urine would be wafting around ready to give the unweary an unpleasant surprise. In short, it was your average, everyday hospital.

None of it mattered though to the little girl running down the hall away from her mother's room. Nagisa Momoe's thoughts were too fixated to notice anything but what had been revealed to her by the doctor looking after her mother. As she raced down the hall, tears streaming from her eyes, the patients and staff gave her a wide berth. The doctor had said her mother had a couple of weeks at most to live, likely less. The cancer had slowly eaten away at her strength until she could barely sit up in bed. Her voice couldn't raise above a whisper and it was a small miracle that she could still eat at all. Nagisa had spent most of the last week in that hospital room watching as doctors had poked and prodded her mother, taking various blood samples and changing out the various IV bags attached to her arms. Up until the doctor had voiced his diagnosis Nagisa had held out hope that maybe, just maybe she could be cured, that somehow the chemotherapy would destroy the insidious disease ravaging her body. Now with that final pronouncement uttered it was all Nagisa could do to keep from screaming at whatever god ruled the universe to grant her mother mercy. All her young mind wanted now was to find some quiet place where she could think and ... try to deal with what she knew.

Eventually winded from her running and crying, Nagisa turned down an empty hall and ducked into a vacant patient room. The sun had begun to set casting the room into hues of oranges and reds. On any other day Nagisa would have found it beautiful, but today she barely took notice of it. Mentally exhausted, she crawled into one of the stiff chairs next to the hospital bed and continued to sob. It was as she contemplated the unfairness of the world that something ... odd happened. Some small animal had just nonchalantly padded its way into the room.

Nagisa stopped crying at the sight, bewildered by what she was seeing. First she squinted, then she rubbed her eyes just to make sure she hadn't imagined the sight. The creature looked similar to a fluffy tailed cat but its ears were some odd mix of rabbit and cat with rings somehow hovering around them. It had various red markings and a red circle on its back. It turned and looked at her with beady, red eyes, its lips curved into some facsimile of a smile. Nagisa found it to be quite cute.

"What... are you?" Nagisa asked, curiousity overriding her sadness for the moment.

The creature titled its head slightly, its expression never changing. Yet what happened next caused Nagisa's eyes to widen in shock. A soft voice seemed to come out of nowhere and into her head. 'Oh, you can see me, that's one of the traits necessary to become a magical girl!'

"A magical... girl?" Nagisa moved out of the chair to study the creature more closely. "You mean like, in an anime?"

'Yes!' The creature chirped into her mind. 'My name is Kyubey! I am the one who finds and contracts with those with the potential to become magical girls. I'd like to ask you a favor and contract with me. If you make a contract with me and become a magical girl to help fight the witches, I will grant you a single wish! What is your name?'

Nagisa's eyes widened again, this time in delight. "Nagisa! What kind of wish?"

'What would make you happy?' Kyubey asked.

The first thought that sprang to Nagisa's mind was to cure her mother. She opened her mouth to voice this desire but closed it almost immediately, her brow furrowed in thought. The doctor had said her mother's cancer was terminal, that there was no cure. Did that mean that Kyubey couldn't save her either? She wanted her mother better but... it seemed like something very big to wish for. She closed her eyes and began to think hard about what made her happy. Sweets was the first thing that came to her mind. Nagisa loved all kinds of sweets from chocolate to caramel, marshmellows to hard sugary treats. But there was one thing that had stood out among all the rest: her mother's cheesecake. Her mother made the best cheesecake in the world in Nagisa's opinion and she had spent many happy days with her mother eating slice after slice of the delectable treat. The thought alone caused her mouth to water, and if her mother was going to die then Nagisa would just like to share one last cheesecake with her.

"Could I wish for a cheesecake to share with my mother before she dies?" Nagisa looked at Kyubey imploringly.

'Certainly!' At this Nagisa's mouth broke into a huge smile. 'If you agree to become a magical girl and fight the witches, I will grant your wish.'

Nagisa opened her mouth and was about to agree when another voice came from the darkened far corner of the room. For some reason the voice sent a chill down Nagisa's spine, like she had had a bucket of ice water dumped on her. It seemed somewhat jolly, but there was also a sense of wrongness about it. "That sounds like a waste of wish to me, dearie!"

The voice followed with a cackle that made Nagisa shudder. She and Kyubey turned to look in the direction of the voice. Though she could have sworn there had been no one in the room besides her and Kyubey prior to this there was a man sitting in a chair in the shadows cast by the fading sun. The man stood up and walked into the light as Nagisa promptly fell on her butt and scuttled backward until she felt hard wall at her back. The man, if it could be called a man was dressed head to toe in odd leathers with his vest appearing to be from some kind of reptile but that wasn't what had disturbed Nagisa the most, it was everything else. The skin on his hands had a golden, scaly appearance with his fingernails seeming so dirty as to be black. The scaly skin continued up to his face and when he smiled seemingly relishing her reaction, she could see yellowed, rotten teeth. His hair was a stringy, unkempt brown that only seemed to accentuate the terror that was coursing through the cowering child. The worst part though was his eyes, their golden irises bored into the girl with a kind of sadistic amusment at the fear that was plainly on her face. Nagisa decided he looked like some kind of grotesque crocodile leering at her as if she were to be its next meal.

"W-W-W-What are you!?" Nagisa barely managed to squeek out as she attempted to huddle further against the wall.

"How rude! I am not a what, I'm a who." The man spread his arms in an elaborate bow. "Rumplestiltskin, at your service!"

"L-Like the fairy tale?" Nagisa's voice was barely above a whisper.

Rumplestiltskin's mouth cracked into a twisted smile and he let out an evil chuckle that made Nagisa flinch. "If you like."

Nagisa's eyes widened in horror. Her mother had read her fairy tales many times when she was younger. Some of them had been comforting and some, like Rumplestiltskin's, had actually disturbed her. That some kind of fairy could come up and demand someone's firstborn child with the intent of taking it away to who knows where had frightened her and left her sleepless one night long ago. The thought of being dragged away from her mother crashed through Nagisa's mind screaming at her to run away. She looked at the door for a moment trying to decide if she could make it. She realized vaguely that something was wrong though. She focused for a moment and realized what it was: There was a man standing in the tiny part of the hallway she could see if she strained her neck forward a little. The problem was that the man wasn't moving at all, not even breathing. It was as if he had been frozen in place somehow. Then she saw how close Rumplestiltskin had come and realized he'd simply grab her if she tried to run. Instead she looked up at the imp in front of her and mewled pitifully. "You, you want to take me away from mama don't you?"

Rumplestiltskin's voice became somewhat less disturbing, more somber than anything. Nagisa wasn't sure but for a brief moment she thought there was a haunted look in his eyes. Her heart stopped beating as fast and she relaxed a bit, though not by much. "No, no dearie. I'm here to help you. Speaking of which, why would you wish for a cake you could simply buy from a market? As I said before, that sounds like a wasted wish."

"I-I just want to share some of mama's cheesecake with her before she..." Nagisa looked down as tears began to well up in her eyes. She quickly tried to brush them away to no avail.

"Before she...?" Rumplestiltskin prodded.

"Before she dies!" And Nagisa broke into more sobs.

"Oh dear, oh dearie dearie dear." Rumplestiltskin cracked another twisted smile. "Why not ask for your mother to be healed then?"

"Is that even possible?" Nagisa was staring up at Rumplestiltskin, her eyes big as saucers. Kyubey meanwhile twitched its head left, then right, shook its head several times, and finally stared up at Rumplestiltskin though its expression never changed the whole time.

"Well I don't know what this creature can do, but with the proper magic nearly anything is possible! What you need is an elixir, one that can cure any ailment, like this!" Rumplestiltskin knelt down close to the girl and gestured with his hand. A puff of black smoke appeared over it and within a couple of seconds cleared to reveal he was holding a small vial containing a glowing red liquid. "All she need do is drink this and any disease she has will disappear as if it had never existed."

Nagisa hesitated. This guy was like every one of those "Stay away from strangers" PSAs all rolled in one. He was all around foul even if what he said about the vial was true. The last thing she wanted was to accept anything from this man and yet she thought back to how the doctors said her mother couldn't be cured. She still wasn't sure if Kyubey could do the same. The creature that had been perfectly talkative before was now curiously silent. She couldn't lose her mother. If this could save her ... Slowly she reached out toward the vial only for Rumplestiltskin to cackle and stand up quickly keeping it out of her reach. Nagisa looked up at him again silently pleading.

"Now, now dearie that's not how this works!" Rumplestiltskin held out his hands in front of him with the thumb and forefinger in a square pattern. "All magic comes with a price! If you want this medicine you'll have to agree to a deal."

"What kind of deal?" Nagisa's imagination was running wild trying to think of all the terrible things the evil imp in front of her might ask her to do.

"Nothing much dearie and certainly a pittance compared to what that creature would require of you." At this he glared down at Kyubey for a moment before fixing his stare once again squarely on Nagisa. "I need to you to deliver something for me."

"Deliver what to who?" The little girl watched as the imp gave a quick wave of his free hand. Once again a puff of black smoke appeared and quickly disappeared replacing the vial of red liquid with another vial. This one however held what looked like a brackish type of water. Nagisa immediately had the uncomfortable feeling that it smelled bad and what it did to you was far worse. She felt nauseous just looking at it.

"There is a young man on the floor above you. I believe his name is Kamijou Kyosuke as you people seem to put it in this part of your world." At this the appropriate symbols for the name appeared glowing in the air in front of Nagisa then disappeared. Yet they seemed to stay in her mind and came back to her with perfect clarity when she thought about them. "I want you to take this to his room. Mix it in his water, his tea, whatever will do. Make sure he drinks it, then return to me."

Nagisa's mouth droppped open. "You want me to poison him!?"

"No, no dearie. This is no poison." Rumplestiltskin flashed a thin smile. "It's just to improve his mood."

"I don't believe you." Nagisa began to shrink away against the wall again.

"Whether you believe me or not isn't the point dearie. The point is that you don't have much of a choice if you want to save your mother. You know I'm telling you the truth about this medicine and it's not as if this little thing has given you any other options."

Nagisa sighed. She knew the imp was right. She hated herself for doing this, but she was desperate to save her mother even more. "Alright, I'll do it."

Rumplestiltskin cackled madly and handed her the murky vial. Nagisa turned to run out of the room but before she could dash off to fulfill the distasteful deal she had just made, he placed a hand on her arm turned her toward him again. "Now, now dearie don't leave just yet. I don't expect you to do this without some help." He waved his hand over her body which began to emit a slight greenish glow that seemed strongest on her chest where her heart was. She winced as this happened as it felt as if a thousand little needles had suddenly pricked into her heart for a few seconds and then quickly withdrawn.

"This spell will keep people from noticing you and getting in your way so long as you don't draw attention to yourself. Now hurry along you have an hour at most before the enchantment wears off." With that, Nagisa tore out of the room Kyubey following after her. By now night had fallen and the only light in the hallway was that supplied by the hospital's overhead flourescents. As she left the room she noticed that people were moving once again. Nagisa darted toward the stairs her mind awash in a mix of fear, disgust, and determination. Fear and disgust over what she was setting out to do and determination to see the deed through for her mother's sake. As she moved toward her destination the few people she met seemed to subconsciously move out of her way. At least Rumplestiltskin hadn't lied about the spell he cast. She round the stairs to the next floor and as she reached the top Kyubey's voice entered her mind once again.

'Nagisa, you don't have to do this. I can grant your wish to heal your mother.' Nagisa turned to look at the little cat creature with shock and anger and was about yell at him when Kyubey spoke into her mind again. 'You just need to think what you want to say. Talking here wouldn't be advisable. In that room over there.'

Kyubey and Nagisa ducked into the empty, darkened room. 'Why didn't you say anything!?' Nagisa thought angrily.

'I tried. He was able to block my thoughts from reaching you somehow. You don't want to do what he asked do you?'

'It ... it doesn't seem right.' Nagisa couldn't help but think about what the potion in her hand would do to the boy she was supposed to feed it to. Her mind and heart kept telling her over and over that we she'd agreed to was wrong.

'Then make a contract with me and become a magical girl Nagisa. Your wish to cure your mother will be granted and you won't have to do as he asked.'

Nagisa needed to think about it for only a moment. "Ok. Kyubey, heal my mama and make me a magical girl."

Soundlessly, Kyubey floated in the air in front of Nagisa and glowed softly. He moved his ears toward her heart and Nagisa began to feel a strange suction occurring ... and then there was a flash of green light and a mental cry of shock from the little creature as Kyubey was thrown across the room and smashed into a defibrillation machine next to the bed. Nagisa stifled a scream and darted out of the room to duck around the stairwell right before several orderlies ran in to see what the commotion was about. Slowly, she climbed back up the stairs and back up into the hallway. When she glanced at a metal tray someone had placed on a lowered gurney she had to clamp her mouth shut with her hand as her reflection turned into Rumplestiltskin with a snarl on his scaly face. His mocking voice invaded her head. 'Didn't your mother ever teach you it's not wise to break your word? No matter, you have no other choice now so I'll give you one last chance dearie. Now go on, you have a job to do. And if you think to break our deal again you won't like what happens next.'

That last sentence had been delivered with a deadly edge that sent a wave of terror through the child. Slowly she crept down the halls looking for the right room. Eventually she found it and looked in. Lying in the bed was a young man with light blonde hair staring out the window. Nagisa spied a nearly empty water glass with some pills next to it on a tray to the side of his bed. Silently she crept into the room and approached the glass. Slowly she opened the vial and moved to pour its contents into the glass only for her hand to stop at the last second.

'Can I really do this?' Nagisa thought. Whatever Rumplestiltskin had planned for this young man it obviously wasn't good and now he was forcing her to help with whatever that plan was. But if she didn't there was no telling what he would do to her or possibly her mother. She knew deep in her heart that Rumplestiltskin's threat was very real. Did Nagisa really have a choice? After a few seconds she shut her eyes, whispered a silent "I'm sorry" and poured the contents of the vial into the glass. They swirled around in the glass growing slightly darker for a moment before becoming completely clear. Nagisa tiptoed out of the room and watched out from the corner of the door.

After maybe a minute or two the boy sighed, turned around, and looked down at the pills. His face was haggard, possibly from stress and he had a glazed look in his eye. He looked like someone who had lost all hope Nagisa realized. She had seen that look before, from her mother. He reached out his right hand and popped the pills in his mouth then reached for the glass. Nagisa almost cried out to him at that point but thought better of it. He downed the glass then layed down on his pillow and fell asleep. Nagisa snuck away feeling more wretched with each footstep she took.

* * *

Nagisa slowly made her way down the stairs. She was mentally exhausted and barely managed to shuffle along back to the room where this whole mess had all started. What had she just done? She was sure that boy would go through something horrible now and it was all her fault. The hallway was deserted but as she moved to enter the room a giant plume of black smoke appeared out of the corner of her eye. She turned to see Rumplestiltskin standing there with a smug smirk on his scaly, golden face. "You did well Nagisa."

"How do you know my name? I never told you."

"You remember the fairy tale don't you? Names are a stock and trade of mine."

Nagisa was shaking now. Utter terror was coming off of her in waves and her heart was beating so hard she could felt the vibrations pass through her entire body. From the twisted little smile on his face, Rumplestiltskin was well aware of her condition and relished it. "You're the Devil aren't you?"

Rumplestiltskin let out a short laugh that made Nagisa cringe. "I've been called many things dearie, but I think you'll find that creature you wanted to give up your soul to for a wish fits that name far better."

"It didn't want my soul!" Nagisa was outraged at the accusation.

Rumplestiltskin leaned down so close to his Nagisa that his face was mere inches from hers. His golden eyes drilled into hers. She tried not to cry out and run away. "So you think, dearie, so... you... think. In any event you fulfilled your end of our bargain and now it's my turn. Rumplestiltskin never breaks a deal."

He placed the vial of red liquid in her hands. "Be careful with that dearie oh and congratulations on saving your mother!" He then disappeared in another large plume of black smoke.

* * *

Nagisa trundled back to her mother's room, careful not to drop the life saving elixir she had paid such a high price for. When she reached the room she shook her mother asleep. "Mama! Mama! Wake up!"

Her mother slowly opened her eyes. "Na..gi..sa?"

"Mama I have something for you. Drink this!" Nagisa carefully helped her mother slide the contents of the vial into her mouth. Once she had swallowed the concoction, Nagisa hugged her mother tight and started to cry. "I'm sorry mama! I'm so, so sorry!"

"For what?" Her mother weakly put her arm around her beloved daughter but Nagisa simply sobbed into her hospital gown until she passed out.

A week later it would be declared a miracle. The doctor's had held her mother to conduct a battery of tests just to be sure. Nagisa's mother was completely healthy just as Rumplestiltskin had promised. But Nagisa couldn't bring herself to feel happy about it. She had tried to tell her mother what happened but her mother had simply written it off as a bad dream. She had been so delirious that night that she didn't even remember the red potion Nagisa had given to her. One day Nagisa found the book of fairy tales her mother had read to her from so many years ago. She picked it up and flipped to the story of Rumplestiltskin and stared at the picture at the beginning of the tale: A dwarf appearing before the would be princess in her tower prison. With a disgusted shudder she threw the book in the trash, climbed onto her bed, and began to cry.

Kyubey stood outside the hospital silently staring at the building and contemplating what had just happened. After the failed attempt to contract Nagisa Momoe the hive mind that made up the consciousness of the Incubator race had decided that withdrawal was the best course of action. The creature calling itself Rumplestiltskin had proved far more powerful and meddlesome then they had initially thought possible. That it could outright stop the contracting process itself was unprecedented. Once a girl agreed there should have been nothing that could prevent the soul from being extracted and the body augmented. Kyubey couldn't understand how this being so similar and yet so different from an old child's fairy tale could show up and prove to be such a problem. Prior to this Kyubey had been relatively certain that the fairy tale in question was created either by a magical girl or some failed contractee as a warning to future generations to avoid making deals with strange beings so as to thwart the Incubators' contracting efforts. Now it wasn't so sure.

Kyubey didn't bother to turn around upon hearing and feeling the woosh of the black smoke plume that presaged the creature's arrival. "You didn't think I would leave my little helper unprotected, did you? I trust the point has been made as to who is in control here."

The tone of the creature's voice was meant to frighten its recipient into a cowed position but this didn't bother Kyubey at all. Intimidation tactics were useless against the Incubators seeing as they had no emotions and thus no capacity for fear. He finally turned around to face the creature and sent out a simple question telepathically. 'I can't understand your behavior. Why did you interfere? And how were you able to?'

"I used magic of course. But then despite that offer you made you really don't know all that much about that do you? You're really more of an ignorant little thing stumbling around in the dark when it comes to proper magic." Rumplestiltskin was glaring down at the Incubator with unmasked hatred. Kyubey just continued staring at him with its unchanging expression. "And as to why perhaps I disagree with your methods. Really dearie I am impressed. Ripping out a child's soul and condemning them to a fate worse than death? There are few things in this and the many worlds I've been to that could disturb the Dark One yet you managed to succeed admirably."

Kyubey cocked its head to one side regarding the creature nonchalantly. 'I doubt that's true. You don't appear to be the type to care about what happens to any being save yourself.'

Rumplestiltskin merely sneered at the Incubator's casual response. "True enough."

'Then why pursue such an illogical action?'

"Oh it's not illogical at all dearie. It's merely a demonstration." The creature was now pointing at the Incubator.

'A demonstration of what?' Kyubey was still trying to figure out this creature's motives but try as it might it couldn't find a good reason for it to waste so much time and energy just to prevent a simple contract. What did the creature hope to gain?

"A demonstration of my power. To show how little you can do to stop me." The creature's voice was low and Kyubey could tell it was trying to be threatening again.

Kyubey wobbled back and forth. 'I doubt you know what we are capable of. Our actions are necessary to ensure the continued existence of this universe and will continue. As long as you cease interfering in our energy collection plans we will not take hostile action against you.'

"And I would say you underestimate what I am capable of doing to you should I see fit! Oh don't get me wrong dearie I'd love to see you try, it would be most amusing! But as it stands it benefits me for you continue your energy collection plans."

Kyubey had determined that engaging in the creature's pointless mind games were an inefficient use of its time and so went straight to the point. 'What are your intentions?'

"Those are mine to know, and shall remain mine alone."

'Then further communication is not necessary.'

"Indeed." And with that Rumplestiltskin disappeared in another plume of black smoke.

Kyubey turned and walked into the night. So the creature was from another dimension then? The Incubators had little knowledge nor desire to attain thereof when it came to alternate realities. At least until now. This Rumplestiltskin was shaping up to be a major problem. Certainly if he interfered in the usual collection duties he would affect the timetable very little, unfortunately there was a still a potential breaking point that could throw the entire plan into disarray. The Incubators had recently discovered a girl whose potency was beyond anything they had seen before though Kyubey had failed to figure out why. Once she was contracted and harvested their quota of emotional energy would be more than reached and they could finally leave the primitive Earth with its human cattle. Certainly the human race, indeed all life on Earth would die or worse, but what was one planet compared to the rest of the universe? The time to make contact with her and begin the contracting process was fast drawing near.

The problem lay in the possibility that Rumplestiltskin could interfere in the contracting of this Madoka Kaname. The hive mind felt it very likely that the creature would intercede in their attempts to contract the girl though why was still beyond it. Madoka was too valuable an asset to simply let go and so Kyubey would be focusing on her primarily from now on. If the creature placed itself between the Incubators and their asset it would be dealt with, it was as simple as that. The question was how? The hive mind continued to ponder the solution to this problem as the Incubator prepared to make its usual rounds.

* * *

In the hospital a young girl slept fitfully. Her mind was plagued by a nightmare of another time, another place. A horrible destiny that needed to be averted and yet wasn't. There was terrible pain and sadness as well as incredible loneliness. There was determination and sacrifice. And monsters, many terrible monsters. There was an overwhelming sense of despair over everything. As the girl slept questions formed in her mind. Where was this? What was actually happening? Why was she seeing all of this? The girl didn't know it but come the morning there would be no questions, only a mission, yet she would never be the same person ever again...

* * *

 _Author's Note: Well here we are at the end of my first official fanfic and the first in the Outsider's Tales series I plan to do for Puella Magi Madoka Magica. The concept for the Outsider's Tales series is fairly simple and based on two major goals. The first is to have an outsider be it a character(s) from another series, an original character, or some major shift in the usual canon occur and see what happens. The second and more personal goal is to use these tales to explore how the major characters in the PMMM world operate. What are their major themes and how do they tie into the story being told?_

 _The first of these stories focuses around Rumplestiltskin from the Once Upon a Time series. For those not familiar it is a successful fantasy series on ABC that deals with a fractured fairytale premise based mostly in the "real" world. Rumplestiltskin is one of the primary antagonists of the series being a stand in both for the Devil and the Beast from the Beauty and the Beast story. He's an incredibly evil and cunning force that focuses on making deals that almost always end badly for those he deals with. He's not generally a soul stealer unlike Kyubey, but he doesn't have to be to be one of the nastiest pact makers in recent television history. Finally unlike the characters in PMMM Rumple is perfectly capable of wreaking havoc on the Incubators as you see in this and later chapters. They don't really have a good way of dealing with him given there's only one way to kill him and that just spawns a different Dark One, most likely one with a personal vendetta against the Incubators. The Incubators are in a position of vulnerability that they usually don't experience in most of the PMMM media._

 _Speaking of the comparisons and contrasts between Rumple and Kyubey, that was one of the things that really motivated me to write this chapter. I liked the idea of comparing these two antagonistic sources of evil. Yes I said sources of evil. One of the major philosophical questions among the PMMM fanbase is whether the Incubators are evil to which I emphatically reply yes, yes they are. To me evil is knowingly inflicting pain and suffering on others either for amusement or in the pursuit of a selfish interest and based on this definition at least the Incubators are definitely evil. They knowingly hide information about how magical girls work in order to sucker girls into accepting the contract to turn them into twisted abominations and reap emotional energy from them. That the Incubators have no emotions does not excuse this nor does the idea that they are trying to save the universe (Which is BS anyway if you understand how long universal heat death would take). They don't care what happens to the girls or humans in general, their's is a completely selfish goal regardless of who else may coincidentally benefit from it. Their lack of emotions however puts them in the unique category of indifferent evil. They aren't the type to commit evil acts out of sadism or malice but rather through efficiency and have a viewpoint that only logic, not compassion, pity, or empathy can effect. It is also a type of evil that most human beings cannot fully understand simply because we all have and are affected by emotions to varying degrees._

 _Rumplestiltskin by contrast is the usual, more knowable twisted, sadistic evil that we see in so many villians across all forms of media. He wears his evil on his sleeve so to speak (at least at this point in the OUaT canon) unlike the Incubators who hide behind the mask of "ye cute mahou shoujo mascot". He revels in the chaos he causes but when we look deep inside his psyche we can understand his motivations twisted as many of them may be. It also presents an option for him in the form of redemption. This story takes place before he's met Belle and so the humanity laying dormant in him hasn't been brought out in the slightest. This is the Dark One at his most unfettered and frightening yet beneath all that there is a human that can potentially be brought back from the darkness. That can't be said of the Incubators. You can't really "save" what you can't understand._

 _Now the second motivation for this chapter centers around Nagisa, our POV character for most of the chapter and the girl who would eventually become the witch Charlotte in the series. I loved the idea of figuring out how this naive grade schooler would react to the obvious evil that is Rumplestiltskin. Coming up with unique ways to describe what was going through the little girl's mind as she's having to deal with the consequences of meeting and bargaining with both Rumple and Kyubey was a fun challenge. I also liked the idea of delving into a bit of PMMM lore that's generally mentioned in passing with the exception of the Rebellion movie. Of course here Nagisa can't become Charlotte thanks to Rumple's interference but that doesn't mean she gets off scot free. All magic comes with a price as Rumple is fond of saying and Nagisa's price for saving her mother is her childhood innocence. She's been exposed to and forced to help true evil and that will haunt her the rest of her life. Now as to why Rumple would help Nagisa aside from setting up his own plan those who know the character will recall he has this thing about children being torn unwillingly from their parents. He's more than willing to take advantage of such a situation or even to manufacture one in the short term for his own benefit but generally speaking when the goal is to reunite a parent and child or in this case to prevent a child from being taken he's usually willing to be fairly lax when it comes to his price. Doesn't stop him from being a right bastard though. Oh and if you were wondering that little trick Rumple pulled to prevent Kyubey from contracting with Nagisa is basically a version of the protection spell meant to keep a person from being able to rip out your heart. You'll see more comparisons to the contracting process and the heart ripping thing in the future._

 _Now as a matter of course I usually like to listen to music when writing out these things. For this chapter the breakout piece is "Dealing with Rumplestiltskin" from the Once Upon a Time soundtrack. You can find it on Itunes._

 _The only problem with this chapter is that it is a villain establishment chapter and has nothing to do with the PMMM character study the rest of story will have a focus on: Homura Akemi. That will start in the next chapter: The Girl and the Wish Across Time. Hopefully I'll get it done quickly. Until then feel free to rate, like, comment etc. This is my first official fanfic and I'm pretty sure I did some of the characters a disservice somewhere along the line._

 _Update: I added some things here and there and changed the conversation between Kyubey and Rumplestiltskin to be more in line with how they act in later chapters. When I first wrote this I struggled with that first exchange and now it flows better. I'm looking at the other chapters for revisions too. In particular chapter 2 is going to get more fleshing out, hopefully I have that done soon. This is still a short chapter though so as to get people into the meat of the story and character study._


	2. Chapter 2

Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

Chapter 2: The Girl and the Wish Across Time

* * *

Homura Akemi's eyes snapped open and she sat up in her hospital bed with a heavy sigh. Another failed time loop. How many had it been? How many times has she had to relive this horrible nightmare now? So many she had lost count. The memories of the last loop were still pounding in her head. Mitakihara City devastated, it's once pristine landscape turned into a hellish rubble. The creature responsible for the destruction, Walpurgis Nacht, the ultimate witch hovering over the landscape, its mad laughter echoing in her ears. She was falling, unable to stop herself and as she fell she reached out toward the one thing that mattered most in her life, a girl standing on an outcropping of rubble. Then she saw the flash, the pink glow of another contract made, another girl's soul damned to a fate worse than death. She tried to cry out the girl's name but no words came out. She saw the magical girl in her new form, a pink bow raised, an arrow of pink energy notched at the ready to fire on the witch. Homura screamed as the arrow was loosed and the girl, all her power spent in that one desperate shot, fell off the outcropping and into the darkness never to be seen in that fair form again...

"Madoka." Homura whispered the name and shut her eyes. The tears were coming, she could feel it and struggled to keep them from falling. That wasn't her anymore, that weak, scared little girl, her hair in two raven braids had died long ago, sacrificed to ensure Homura could complete what she'd set out to do so long ago. Slowly, she stumbled out of bed toward the hospital showers.

The hot water did little to comfort Homura. She had seen it again this time, Madoka's ruined form. The witch she would become. Every time Homura went back in time she had to watch as a noose wrapped around her one and only friend until it pulled taut around her neck and strangled her when she contracted with the Incubator. So many times she'd seen the same events, the same people, the same deaths, and in the end the destruction or utter corruption of the person who mattered the most to her in this mad, unrighteous world. With the start of a new timeline one thought consistently echoed in her head: Would this be the last time? Would she die or lose herself or maybe, just maybe, find the solution she had searched so long for? Just how much more of this repeating nightmare could she take? How many more times before she fulfilled her promise?

She climbed out of the shower and wiped away the condensed water off the mirror and stood there looking at herself. Every time she saw herself in the mirror she kept expecting to see a young woman in her 20s staring back, not the fourteen year old girl that inevitably appeared. She had been at this for literally years yet while her mind had matured, her physical body remained the same. The woman was but an illusion, a possibility that had been destroyed when she made her contract with the creature she now held nothing but hatred for. That woman should have lived through the tumultuous time of middle and high school, had the best of friends, and perhaps even a lover, but it wasn't to be. Homura was trapped in an endless hell, and as far as she could see the only way out involved her saving Madoka and ultimately destroying herself before she became the monster every magical girl was doomed to become if they lived long enough. The only thing that kept her together, her one hope, was the thought of saving her one true friend. It was for that ecstatic moment when Madoka was finally safe that Homura would endure whatever was thrown at her and repeat the cycle as many times as it took. With a sigh Homura trundled off to begin her preparations for the latest iteration of this, her most desperate game...

* * *

Homura was standing outside the classroom as the teacher blathered on about the latest problems with her love life. Homura had come to see her as a petty, shrewish woman completely responsible for her own troubles not that she'd ever say it to the teacher's face. Eventually she announced that the class was getting a new student. That was Homura's que to step into the classroom. As she walked in she heard the usual ruckus that she had become accustomed to whenever she repeated this particular day. None of it mattered of course as she was here to see one person only. She quickly corrected the teacher on the spelling of her name on the blackboard as she always did, bowed to the classroom, and gave the same greeting she always did. "I'm Homura Akemi. It's nice to make your aquaintence."

She then tracked her gaze onto the pink haired girl sitting down toward the middle of one of the rows. Madoka as usual was staring directly at her though this time she seemed to have a confused look on her face. This didn't bother Homura as slight differences in the timeline always cropped up. Though it may have appeared to the class that Homura's gaze was cold and aloof in fact she was fighting a war inside not to let slip the one instance of happiness she got to enjoy when repeating the time loop. This was the day she met Madoka Kaname, the day she met her best friend and the best day in her life. Part of Homura was always longing to rush over to Madoka on this day and gather her into the tightest hug Homura could manage and tell her how happy it made Homura to see her again. Unfortunately that was a luxury Homura could not afford.

In some rare timelines Madoka contracted early and so Homura was looking for the telltale silver ring that a magical girl's soul gem masqueraded as most of the time along with the symbol on the fingernail that was their mark always in the same color and shape as her soul gem. Seeing neither of these things Homura's gaze casually moved up one seat and to the left of Madoka to the loud mouth bluenette that was Sayaka Miki. At this point in the timeline Sayaka was considered Madoka's best friend and was also a potential magical girl contractee. Homura's casual inspection revealed that she too was still human though that most likely would change soon as it usually did and always with disastrous results. The teacher then assigned her to her usual seat at the front of the classroom and Homura hunkered down until the first break period.

It was during first break that Homura feigned exhaustion and the need to go to the nurse's office both as away to break away from the gaggle that had gathered at her desk to ask her a neverending stream of questions and to use the fact that Madoka was the class health representative to get her alone for a private chat. Once back in her original timeline this hadn't been a ruse, Homura had recently been released from the hospital to attend classes after having been sidelined for a significant period of time due to heart problems. Now though magic kept her heart beating strong in her chest and her eyes which once had need of glasses could see better than any human's. Just another side effect of the transformation into a magical girl, more proof that she was no longer human. As they walked down the hallways it was Homura rather than Madoka leading the way no doubt confusing the girl as to why she had been asked to escort someone who obviously knew where the nurse's office was. Eventually Homura heard Madoka speaking in the soft voice she always did. "Akemi-san."

"Call me Homura." It was a terse way of responding, one that not only helped to keep up the facade that this was their first meeting, but acted as an exercise in self control to keep Homura from letting the feeling of joy at seeing Madoka safe and whole again that nearly always flooded her heart on this day from being set loose.

"O-Okay Homura-chan. Have ... have we ever met before?" Homura turned and pierced Madoka with an intense stare. Madoka flinched and drew back a bit. Homura on the other hand was trying to figure out what was going on. Did Madoka remember something? That shouldn't have been possible, only Homura remembered anything from the previous timelines. If it had been any different she likely would have been able to end the nightmare much sooner. Failing to come up with a good explanation or answer to Madoka's question she simply opted for the message you had intended to give all along.

"Madoka Kaname."

"Ah! Yes... sir?"

"Do you value your friends and family? Are they precious to you?"

Madoka stared at Homura dumbfounded for a second. "Ah, ah well yes, of course I do. My family and friends are very precious to me. I love them all very much."

"Good. If that is the case then consider this a word of caution. If in the near future someone offers you the chance to change yourself, even it's for a good reason, do not take them up on it. If you do, you will lose all of those things. Stay as you are now and stay safe." Homura turned and walked away from Madoka hating herself all the while. This was how it had to be. She wanted nothing more than to tell Madoka everything, to explain the horror that awaited them all and the grisly fate for herself that Homura strived so hard to avoid, but in the past if she revealed the actual truth she either wasn't believed or things went to hell shortly after a particular girl showed up.

* * *

Homura in her magical girl outfit walked through the parking garage of the shopping center slowly scanning for her quarry. The little monster was still here she could feel it. It was trying to contact Madoka and she had no intention of letting that happen. The gun she carried was rare in Japan unless you knew where and how to get one. Fortunately her time manipulation abilities had made it easy to raid several Yakuza dens and even a JSDF base stationed near Mitakihara city. Homura's powers were admittedly more geared toward support, but she had been able to adapt them to direct combat fairly well over the years of looping.

At this moment only one thought filled her head: Where the hell was the Incubator? Suddenly she saw a flash of white off to the right, quickly turned, and fired. The bullets fired from the gun were actually magical blasts. They wouldn't consume too much energy and would be far quieter than the real thing allowing Homura to avoid unwanted attention. She allowed a bit of satisfaction to creep into her mind as she saw the Incubator's body drop to the ground, a fair sized hole bored into its chest. Unfortunately this wasn't enough to stop the Incubator as it seemed to be able to transfer its consciousness into a replacement body somehow. Sure enough less than a second passed and the new body was scurrying off in a beeline toward the end of the garage. She fired several more shots winging the creature but it jumped into an opening in an air conditioning vent killing any hope of direct pursuit. She would have to follow the duct work and hope she could kill it before it made contact with Madoka.

She ran along following the duct only to stop short and curse silently at herself. Madoka was kneeling there cradling the Incubator in her arms. Homura shook her head. That was always Madoka's problem, she was just too compassionate for her own good. "Get away from that thing!"

Madoka looked up, obviously shocked to see her classmate in what probably qualified as a weird get up and wielding a pistol. "Homura... chan?"

"Give that thing to me. You want nothing to do with it!" She glared down at the Incubator. "You always use dirty tricks like these don't you?"

Homura reached out and tried to yank the Incubator away from Madoka who pulled away with the creature in her arms. "Don't Homura-chan! You can't do this, you can't kill him! It's not right!"

"Stop arguing and give it to me!" At this point Homura was fed up with the whole situation. Keeping the Incubator away from Madoka was for her own good whether she knew it or not and Homura was angry with how easily Madoka's sympathies were being played with. She reached out again only to be hit in the face with a blast from a fire extinguisher. She turned toward the source and glared when she caught a glimpse of what was likely her least favorite person in the world beside the Incubator: Sayaka Miki.

To say that Sayaka pissed Homura off these days was an understatement. Sayaka and Homura were practically oil and water, never being able to see eye to eye on anything. Once this hadn't been so. In the earlier loops Sayaka had been the occasional protector and friend. There had been tension before yes, but Homura had tried to adjust and reach out. Once Homura had gone to great lengths to try to save the foolish girl from her dark fate. There had been times when Homura had begged and pleaded with Sayaka, trying to pull her back from the abyss and the horrific transformation of madness and desecration falling into those depths brought about all to no avail. These days Sayaka was little more than a dead girl walking in Homura's eyes. Her self righteousness, high and mighty ideals, and seeming insistence to both come to extreme, judgemental conclusions that she refused to let go of as well as to throw all of the burden on herself any chance she got ensured that every time she contracted with the Incubator it meant she would become a witch sooner rather than later. Her ideals would be fractured, her faith in humanity and herself destroyed, and ultimately Sayaka would plunge into an irrevocable spiral of despair becoming an abomination whose very existence always wounded Madoka to the core.

What was worse was that Sayaka always ended up damning herself out of love for a self centered boy who seemed incapable of treating her well. In most loops the lovestruck girl never told Kyosuke Kamijou about her feelings and he ended up with her friend Hitomi Shizuka which just threw Sayaka into a pit of jealousy and self loathing. The few times she'd actually managed to confess her feelings and hooked up with him mostly due to Homura's nudging subtle and otherwise, the bastard's self absorbed, tortured artist obsession with music caused him to neglect Sayaka with the same end result as she constantly questioned her self worth. All in all Sayaka simply didn't have what it took to survive for long as a magical girl and Homura viewed her more as an obstacle to be avoided and killed when she fell to her own personal demons. The bluenette grabbed Madoka and started to run toward the exit. Homura made to follow but stopped when a sense of vertigo hit her and the parts of the area around her began to bend and twist as nonsensical imagery began to pop up. Homura silently cursed. "Why now of all times!?"

A witch had invaded the area and was expanding her reality warping labyrinth outward to ensnare the humans nearby. Madoka was now in terrible danger and Homura had no choice but to try and slay whatever came after the two girls. She also had no doubt that the Incubator would try to summon a near by magical girl to deal with the witch as was its tendency to do in these types of situations. It wouldn't try to contract the girls as that would break its little wounded gazelle routine so another magical girl was needed to clean up the mess. In fact Homura was pretty certain which magical girl would show up and that could present its own problems.

Unfortunately the expansion of the labyrinth had quickly warped reality and managed to push Madoka and Sayaka away from her. She bounded after them until the sense of displacement washed over her for a moment. Someone had breached the walls of the labyrinth by way of magical force meaning the the Incubator's little magical girl pet had arrived. She needed to get to Madoka quickly as if the magical girl was given time to heal the Incubator it would start trying to sell its deal to Madoka and Sayaka and she couldn't allow that to happen. Gritting her teeth, Homura pushed forward again. As she did she heard gunfire and saw the flash of a massive explosion and Homura forced herself to move even faster. She could feel the witch withdrawing so that was a blessing at least. Finally, she arrived and beheld Madoka and Sayaka cowering together and standing next to them ... was Mami Tomoe.

Mami's magical girl uniform consisted mostly of golds, whites, and a little black here and there. Yellow boots, stockings, a golden skirt, a corset (How the hell Mami managed to be comfortable wearing let alone moving around in that thing had always been a mystery to Homura), a white blouse, and fingerless gloves adorned the magical girl. Her soul gem took the form of a hair brooch nestled near a cap with a tuft of fur attached. Her hair was blonde and tied up into two stylish, spiralled pigtails. Her eyes were a light almost tannish brown, her smile warm and friendly. In short Mami was the picture perfect model of some anime magical girl. Homura simply gave the girl a neutral stare.

Unlike with Sayaka, Homura's problem with Mami had nothing to do with a particular disgust over the girl's failings but rather more disappointment. Mami had been the senior magical girl in the Mitakihara area during the original timeline and Homura had once looked up to her. Mami gave off this sense of confidence and she certainly had impressive skills as a magical girl being one of the few to have survived a large period to develop them. Mami was the type of girl Homura wished to have by her side when Walpurgis Nacht showed up as it always did. In battle there were few girls that could match her in both power and cunning and her use of both various ribbons as well as conjured muskets gave her a versatility many magical girls lacked. The problem was that Mami's confidence was a facade. She was actually cripplingly lonely and her desire for friends to share her burden with made her a natural enticer towards the girls making contracts, a factor Homura did not need to have complicating things. She also had a tendency towards rash overconfidence and carelessness when acting as a mentor to new magical girls and would be contractees. Her second and worse issue was that Mami's pysche was incredibly fragile. So much so that if she found out the dark truth of the magical girls' inevitable fate she would react in one of two ways: Either she would decide it was better for them all to die instead of becoming witches and try to kill the other girls or in a few cases she would simply off herself and leave everyone else to deal with Walpurgis Nacht.

"The witch is retreating. You'll have to hurry if you want to catch it. I don't mind if you take the grief seed." Mami's voice was warm and friendly, like she was trying to offer good advice with a carefree smile plastered on her face.

Homura glanced at the Incubator. "I still have business with that thing."

"Oh my, you don't seem to be quick on the uptake. I'm telling you to leave while you still can." Mami's voice was still warm and friendly and the smile never left her face, but her point was clear: leave or there would be a fight. Homura weighed her options. She could retreat but that would leave Madoka right where the Incubator wanted her. If she fought Mami however she wasn't certain if she would come out ahead. She had some tricks yes, but Mami had been the survivor of several magical girl turf wars in the past and was quite experienced at fighting her own kind whereas Homura as ruthless as she had become over the years had tried to avoid fighting and killing other magical girls unless she absolutely had to. Not only that but Homura couldn't guarantee Madoka's safety if a fight broke out. Reluctantly Homura turned and walked away a silent prayer on her lips for Madoka to refuse the little monster's offer...

* * *

Rumplestiltskin watched the scene of the new "magical girl" healing the little creature by way of a simple scrying spell cast on a small pond in the middle of a wooded area near Mitakihara city. He chuckled as the creature got up and made its little proposal to the two girls that had "rescued" it. These Incubators as he had learned they were called were in his mind pathetic amateurs. There was magic in this world yes, and it was suprisingly strong for a world with so much... technology as the people called it. Yet the Incubators seemed not to grasp the proper use of magic. In fact Rumple was certain they were using some kind of scientific device to somehow force these so called "wishes" to occur. Whatever it was, it wasn't proper magic though it was might have seemed as such. A perversion of the real thing in Rumple's mind, the snake oil peddled by charlatans looking to make a quick bit of coin.

This wasn't the first time Rumple had been to an "advanced" world. A short time ago he had made the acquaintence of a man of "science" called Viktor. It had been an enlightening and useful partnership to be sure, but unfortunately Viktor's world hadn't been advanced enough, not to prepare him for where he planned to go anyway. So he had sought out a more advanced world and stumbled upon this one. He believed this world to be far more advanced than he needed but that was fine by him so long as he got the knowledge he desired.

Rumple considered the other players on the board so far. These magical girls. The term seemed rather ridiculous to him. Why call yourself such an innocuous thing when witch or sorceress was both simpler and had the benefit of more power and authority coming from it? Of course the term witch was used quite differently in this world. The witches of his world wouldn't be caught dead in the twisted, maddened forms that the nomenclature referred to in this world save for if a spell had gone horribly wrong. In any event it mattered little. The point now was to evaluate the different girls in order to figure out their weaknesses. Rumplestiltskin was a practiced hand at manipulation both subtle and overt and the key to doing it well lay in knowing who you were dealing with, what particular hang ups they had, and how to use those to push a person to an intended conclusion.

The first was the blonde, this Mami Tomoe. Rumple had seen many like her in his centuries of life as the Dark One. A showboat, which usually meant a need to be noticed or a cry to not be alone. It was a simple failing to exploit so long as the right opportunity presented itself. Given the nature of these girls, such an opportunity, say to save her and her friends from a terrible fate was all but assured.

The second was the blue haired girl, Sayaka Miki and an odd natural hair color at that, for a human at least. In his world natural blues existed but it was the providence of certain magical creatures such as fairies or nymphs. Her breaking points were fairly obvious in her affection for that boy and her stubborness. He already had a plan in motion involving the former thanks to little Nagisa and he was certain it would pay off handsomely when it came to fruition. For now though that was a ways off.

Third was the pink haired girl, again another odd natural color for a human. One of these days Rumple would have to figure out how that even worked. This Madoka Kaname though, and at this point a frown crossed his face. She could be a problem. He doubted she understood how powerful she was, so powerful he'd actually considered offering to teach her before realizing she wouldn't accept. She had more potential for the magical arts than anyone he had met prior, not even Cora or Zelena would have been able to match her. The only reason she hadn't been able to access this gift was a lack of belief and self confidence as well as a willing teacher. The thought of that power being harnessed by the Incubators and turned against him was not a pleasant one. Rumple was certain he couldn't be killed by her, but that didn't mean she couldn't wreak havoc with his plans.

There was also the fact of _what_ she was or at least what she was close to. Fate seemed fixed onto the girl for some reason and while Madoka may not be the product of true love as it was understood in his world she had all the hallmarks of being a savior. This had actually been something of a boon for him at first as it lent credence to his plans for another project a few years down the road, but such abilities naturally tended to counter his own. You had to be careful when dealing with a savior though Madoka would prove good practice for the results of that future project...

In any event she needed to be dealt with but the question was how? Killing her was the most direct manner though what with the creature and Mami being so close to her it wasn't likely to work out too well. They wouldn't be able to stop him from killing her yes, but he would tip his hand in the process. He had to remain hidden for now. Besides, while Rumple loved a good murder as much as any of the Dark Ones before him, he much preferred using a more refined approach to his problems. So a deal then, but how to entice the girl into making said deal? The easiest way would be to appeal to helping her friends, much like Mami. Love for one's family and friends could be a powerful tool for manipulation if handled carefully. He might have used Sayaka for this if he didn't already have other plans for her that he couldn't afford to change. Rumple continued to ponder the issue for a moment before moving onto the last girl.

This raven haired girl, Homura Akemi. There was some potential for her to play a significant part in his plans. She clearly wasn't getting along with the others yet seemed to have this fierce desire to interfere with the Incubator. That could work to his advantage if it kept Madoka from agreeing to deal with the little creature. She seemed to have an obsession with the pink haired girl, a need to protect her. For now that was enough for Rumple. There were times when the best course of action was simply inaction. Why press the point when a person was already working for you of their own albeit unknowing volition? Rumple snickered and cancelled the spell with a wave of his hand...

* * *

The last several days had been something of a confusing blur for Madoka. First she'd had a weird dream involving what looked like a monster and a girl with raven colored hair. Then she had met the dream girl herself, Homura Akemi. Madoka honestly didn't know what to think of the girl. She was blunt to the point of rudeness and put up a wall whenever she was questioned, yet Madoka thought there might be something else behind that wall. At first Homura had scared Madoka, giving her a scary, cryptic warning about not changing herself. Madoka had been willing to dismiss it at first, but then she had met Mami and Kyubey and the latter had asked her and Sayaka to make a contract with him to become a magical girl.

Kyubey had explained that in exchange for the contract and the duty to fight the witches plaguing the world he would grant them any one wish. It seemed a dream come true, becoming some kind of special girl with magical powers and getting a wish granted too... and yet both Madoka and Sayaka were waffling on whether to accept. This despite the fact that Madoka often felt that was weak and ordinary, with no special qualities whatsoever and becoming a magical girl would definitely make that untrue. Madoka felt that Sayaka would accept eventually as she had something important to wish for, the restoration of Kyosuke Kamijou's hand. Madoka however couldn't begin to think of a thing to wish for, at least nothing worth putting her life on the line for, and even talking to her mother about what kind of thing to wish for hadn't helped.

But it was more than that. Madoka thought back to Homura's warning, that if she changed herself she would lose what was precious to her. Thinking back on it now after meeting Kyubey she couldn't help but think that Homura had been talking about him. The fact she had tried to kill him when he and Madoka had first met and Kyubey's later admission that Homura was likely trying to prevent him from making a contract her and Sayaka had all but confirmed it in Madoka's mind. The question though was why? Why try to prevent Madoka and her best friend from making contracts? Mami had provided one possible reason and Madoka had to agree it would make sense. It seemed that magical girls often battled one another for the rewards that came from hunting witches and so preventing more competition from being created would make sense. Yet something was still tugging at Madoka's mind. She had to wonder if Homura was truly a bad person, she hoped not at least. The problem was that Madoka didn't consider herself a very good judge of character most of the time. If Homura's warning had come from genuine concern and not self interest though what did that mean about Kyubey and his proposal? He seemed nice enough to Madoka though his tendency to hang around her all the time was somewhat disconcerting.

Madoka had wanted to learn more from Homura herself and yet she'd had a hard time bringing herself to talk to the girl. She was just so unapproachable, so intimidating that Madoka kept backing down from starting a conversation. If only Homura was willing to open up a bit Madoka thought they might be able to find some common ground. She didn't want to think of one of her classmates as an enemy especially if Homura was actually trying to warn her about something important. The question was how to get Homura to open up? It kept circling around in Madoka's head even though she should have been paying more attention to what was going on around her.

Mami had offered to take Madoka and Sayaka on her witch hunts and they had accepted. They would be in danger for certain and Madoka knew she should keep her mind alert in case something happened and she needed to react quickly. So she forced down her thoughts and focused on the task at hand. Sayaka had brought a bat to defend herself with though given what they would be facing Madoka doubted how effective it would be. Madoka herself was carrying Kyubey in her arms. They had been tracking the witch that had invaded the shopping center and escaped using Mami's soul gem, eventually coming upon a building while the sun was setting in the distance.

As Mami pointed her soul gem at the building it glowed brightly. "This is definitely where it's hiding."

Sayaka looked up at pointed at the roof. "Look, up there!"

Madoka looked up as saw a woman standing on the roof past the safety railing. Without a word she lept off and began to plummet to the ground below. Madoka gasped and looked at Mami who was already transforming into her magical girl outfit. With a simple wave of her hand ribbons appeared and wrapped around the woman, slowing then stopping her fall to the pavement below and depositing her gently on the ground.

Mami walked over to the women and knelt down. There was an odd mark, some kind of glyph on her neck. "A witch's kiss, I knew it."

Madoka was filled for concern for the woman. "Is she dead?"

"No she's just unconcious. Let's go."

They ran into the building and at the top of the staircase there was an odd kind of warping with that same glyph glowing an ominous red. It was the witch's barrier into its labyrinth. Mami had a confident smile on her face. "You won't escape this time."

Mami grabbed Sayaka's bat for an instant and to Madoka and her friend's shock it transformed into what looked almost like a scepter of some kind. Both of them couldn't help but be astonished by the sight. "It's not much, but it'll help you fight off anything that attacks you in the labyrinth. Once we've entered stay close to me."

Madoka and Sayaka gave their ascent and Mami and Sayaka plunged through the barrier. Madoka hesitated for a moment and then followed. The witch's labyrinth was an odd place filled with what looked puff balls of cotton or some other substance with mustaches, some of the witch's familiars. Others were almost butterfly looking things, also with mustaches and Mami blasted several of them out of the way as they made their way toward the heart of the labyrinth. Sayaka swung at several of the familiars that got too close crying out "Get back!"

Mami looked at them for a moment. "Are the two of you scared?"

"As if!" Despite her confident words, Madoka noticed her friend looked plenty unnerved by what was happening. "Anyways keep going, we're almost to the center of the labyrinth!"

A few minutes later they found themselves at the door to the witch's inner sanctum. Upon entering they found themselves looking over the sanctum from above and beheld the witch itself. It looked like some odd kind of massive almost pitcher like flower with mossy petals and roses adorning it sitting on a kind of chair. A pair of wings sprouted from the creature as well. Madoka was shocked upon seeing it. It looked and felt wrong, like it should never have existed in this world.

"Eww, gross." Sayaka brought the scepter up.

"It's awful. Are you really going to fight it Mami-san?"

Mami simply turned around and flashed a confident smile. "I'll be fine. Don't worry I could never lose!" She took the scepter away from Sayaka and slammed it into the ground where it formed a barrier around Madoka and Sayaka. "Stay back, don't move. This will protect you."

Mami dropped down to the floor and brought her foot down upon one of the little familiars at her feet. The witch noticed immediately and flung the giant chair at Mami who summoned a pair of muskets and blasted the chair aparted with several well place shots. The witch then launched itself into the air towards the magical girl.

Mami pulled off her hat and moved it around her in a semicircle and as she did so several muskets dropped out. Placing the hat back on her head began to rapidly grab the muskets and fire them at the witch one after another. In response the witch used its wings to fly around the shots and away from Mami. However as Mami was doing this several of the small familiars flew around her and combined into a vine which grabbed Mami and smashed her into one of the walls, cracking it. Mami however continued to fire at the witch as the vine held her up seemingly to slam her into the ground.

"Oh no, Mami!" Sayaka tried to move forward but was stopped by the barrier."

Mami looked at both of them and gave another smile. "I'm alright, besides I can't let myself look uncool in front of my future magical girl trainees, can I?"

At that multiple threads burst out of the ground and wrapped themselves around the witch and its familiars binding them in place and squeezing the witch until it let Mami go. Madoka watched as Mami gracefully righted herself in the air. "Let's wrap this up, shall we?"

Mami summoned a giant flintlock pistol and as it went off she cried out "Tiro Finale!" The blast was massive, consuming the witch in its flame and reducing the creature to little more than ash and floating motes of energy. Mami landed, did a little pirouette, and summoned a cup of tea which she sipped daintily as something dark fell to the ground next to her.

"Wow she won!" Sayaka was wearing a relieved smile on her face.

"That was awesome Mami-san!" Madoka couldn't hide her own relief at her friend's victory.

With the death of the witch the labyrinth dissipated and Mami walked over and picked up the black object that had fallen earlier and showed it to Madoka and Sayaka. It looked like a ball with a spike rammed through it and was covered in intricate thorn and rose markings. "This is a grief seed, a witch's egg."

"An egg?" Madoka and Sayaka looked at the grief seed perplexed.

"Witches carry them sometimes and if you're lucky you'll find one after a battle."

Madoka heard Kyubey's voice in her head. 'Don't worry, when they're like that they're inert. It's perfectly safe. They're quite valuable too because of what they can do.'

"Here I'll show you." Mami held out her soul gem and Madoka noticed that it looked darker than it had the night before when she'd first shown it to her and Sayaka. "You see how my soul gem is muddier now? It's because I've expended some of my magical power. A grief seed can restore that power along with the glow of my soul gem."

Mami put the grief seed near her soul gem and the darkness within the soul gem was pulled out of it as motes of blackness that then were absorbed into the grief seed. Sayaka gave a little gasp. "Wow, it cleared right up."

"Yes, and now my magical power's been restored. Remember when I told you two there were rewards for fighting witches? This is what I meant. And it's still good for another use too." Mami turned and tossed the grief seed into a darkened corridor where Madoka heard it being caught by somebody. "Go ahead, use it. You didn't get the chance to cleanse your soul gem after last time right? I'm giving it to you."

Madoka's eyes widened a bit as Homura Akemi stepped out of the darkness and looked at the grief seed for a moment before throwing it back to Mami whose smile turned into a frown. "It was your kill, keep it for yourself."

"Fine, if that's what you want." Madoka stared at both Mami and Homura and wondered if she should say something but Homura quickly turned and walked back into the darkness. Madoka couldn't help but think the whole thing could be handled better.

"Seriously, that girl bugs the hell out of me!" Sayaka had her hand held up in a fist.

"But... why can't we be friends with her?" Madoka certainly would prefer to be friends with Homura. In fact she'd very much like it if Homura was friends with everyone. Then maybe she wouldn't seem so tense and scary all the time. She'd be able to relax and they could have fun and even work together as magical girls, assuming Madoka made a contract of course.

Mami gave Madoka a reassuring smile. "She has to want to be friends first, right?"

That night Madoka was hard at work at her desk sketching concepts for a magical girl outfit as Kyubey watched. She'd already finished several and smiled at her handiwork. She still hadn't figured out what to wish for, but she was quite impressed with how Mami helped people. Mami was so poised, graceful, and kind and Madoka couldn't help but think that being like her, having powers and using them to help people would be truly wonderful. The witches were certainly scary, but with Mami and possibly Sayaka at her side Madoka thought they could overcome whatever they faced and keep Mitakihara safe. Still, she had decided not to force it too much. She was sure she'd know the right wish if and when she thought of it and then she'd helped Mami. She went to sleep with a content smile on her face and dreamed of being a magical girl, fighting the witches with Mami and helping many, many people...

* * *

The park was lighted by a small number of streetlamps. Few people ever went here at night making it the perfect place for a meeting. Homura watched Mami enter with her soul gem out, scanning for witches. She intended to use this opportunity to discuss their... situation. It would be better for Homura if Mami didn't dismiss her as an enemy as hard as that would be to accomplish. She and Mami were very much opposites these days. Where Mami was cheerful and supportive, Homura was cold and distant. Where Mami was naive about the truth of the magical girls, Homura knew the full horror of their condition. And where Mami's resolve was a barely held together charade, Homura's resolve was like well tempered steel. The fact was Mami would likely view her as an enemy from now on regardless of what Homura said. Still, she had to try if only to keep Mami from trying to push Madoka into contracting. Mami sensed Homura's approach, not that she was trying to hide it, and stopped.

"Don't you care that you're leading those two into danger? They have no business being involved in this."

Mami turned toward Homura with a small scowl on her face. "What are you talking about? Kyubey chose them. They're involved in this now whether they like it or not."

Homura kept her gaze neutral despite how much Mami's response was pissing her off at the moment. "You're steering them into becoming magical girls."

Mami kept her gaze locked onto Homura. "And I guess you don't like that."

"No I don't, especially since Madoka Kaname is involved."

At this a smile slipped onto Mami's face. "I see, you've sensed her potential too then. Afraid of a more powerful girl showing up to challenge you?"

"I will not allow her to become a magical girl. Our life is not for her, or Sayaka Miki for that matter. You should know that better than anyone. You're letting your loneliness cloud your judgement." Homura was fighting down the urge to lash out at Mami now.

Mami seemed taken aback for a moment at Homura's observation, but her smirk soon reappeared. "It's their decision to take up the contract, not yours. That kind of thinking is only for idiots."

Mami's smirk galled Homura. The stupid girl had no idea what she was leading Madoka into. And to make things worse Homura couldn't afford to tell her as it would break Mami's oh so fragile psyche. The girl would simply kill herself and right now Homura needed her alive to help when Walpurgis Nacht showed up. Still, she needed to make sure Mami understood there were lines that shouldn't be crossed. "I didn't want to fight you, but you leave me no choice."

Mami kept the irritating smile on her face. "Then make sure you never see me again. We're through talking after tonight. Next time we meet we will have it out." With that, Mami turned and walked away leaving Homura to stew over her defiance.

* * *

Homura spent the next few days looking after Madoka, prepared to intervene if she seemed ready to take the Incubator's offer. So far she was relieved to see her warning had caused the girl to hesitate with making a wish. The problem was Mami was more intent on recruiting her and Sayaka into the fold after their controntation in the park. She'd already been taking them on her witch hunts as she always did which was stupidly reckless and Homura had been there to try and protect Madoka if needed but if Mami continued her efforts it would become a serious problem for Homura. Today though was an event of special significance or at least it was supposed to be. Homura was standing outside the Mitakihara Municipal Hospital a sense of dumbfounded shock running through her. The reason for this was simple and yet disturbing at the same time: The sweets witch or her grief seed were nowhere to be found. It was unfathomable to Homura as to how this could be. In every timeline that monstrosity had shown up at the hospital. Now there was no trace of it, not even evidence that it had moved on for some reason rather than preying on the easy victims the hospital offered it. She'd intended to intercept the witch and destroy it before Mami could drag Madoka and Sayaka into danger once again. There had been minor alterations in the timeline for the various loops Homura had endured yes, but nothing this extreme and that was a major concern to Homura. If she couldn't figure out what was going to happen next how could she come up with a good plan of action?

The sweets witch showing up was something of a pivotal point in the timeline simply because it usually meant the end of Mami Tomoe. Her overconfidence leading her to underestimate the tenacity and power of the witch with her body being torn apart as a result. Homura had used that in the past as another warning to Madoka not to make a contract but this time Homura had sought to prevent that as well in order to recruit Mami later to fight Walpurgis Nacht. She should have been happy by this turn of events but instead she felt this cold coming from the pit of her stomach. Nothing she did should have brought this change about and yet it happened. If this was just the past and she the only one to remember anything how could a change like this happen without her direct intervention? Was she actually travelling to different dimensions, parallel worlds instead of the past? For a moment another thought occurred to her: What if someone or something was manipulating things behind the scenes? Could the Incubator...? No, not it. It was still as far as she could see in the dark about her identity. If not that thing then who?

She turned to walk away and ran straight into Sayaka Miki. The blue haired girl glared at Homura while Homura simply gave her a dead stare. She noticed Sayaka was holding a CD and sighed. If Sayaka wasn't stopped from contracting now she would turn into a witch. It always happened that way and when it did Mami would lose herself. If only to keep Mami stable it made sense to try to save the foolish girl from her fate. "Bringing another CD to Kamijou-kun?"

Sayaka started. "How could you know that!?"

"Madoka told me." It wasn't a lie, Madoka had told her about Sayaka's presents to the violinist in a previous timeline years ago. "Sayaka Miki, do you ... do you value your friends and family? Do you treasure them?"

Sayaka gave her confused look. "What kind of question is that, of course they're precious to me! I'd protect them with my life!"

"Good. I know you want to heal Kamijou-kun's hand." She tried to say it sympathetically but instead it came across as simply matter of fact. She'd just become too good at surpressing her emotions. Sayaka said nothing, simply staring at her. "For their sake, don't make a contract. If you do you'll lose them and they'll lose you."

That one had come out a little better and Sayaka seemed to ponder this for a bit before glaring at Homura, her free hand balling into a fist. "Wait, are you threatening ...".

Homura fought the rising anger in her heart down eventually settling on exhaustion instead and simply shook her head and gave Sayaka a neutral stare. The girl stopped talking and regarded her for a moment. "No, it's you're choice. I'm merely speaking the truth. We magical girls lose everything eventually."

Sayaka said nothing, the glare still everpresent on her face. Homura sighed. What was the point? Sayaka was hell bent on damning herself and nothing seemed to be able to dissuade her and so Homura walked off leaving Sayaka to make her choice...

* * *

 _Author's Note: So here we are at the end of chapter 2 and the most focused one in regards to the character study of Homura Akemi. Homura's a very complex character, there's all sorts of little aspects that combine together to make up her personality. Her cold, blunt attitude is a defense mechanism, a way of dealing with the fact that she's seen her friends and especially her best friend die or sacrifice themselves over and over again. I wanted to look at that aspect of course but I also wanted to expand on it and look at some of the implications that all the magical girls in the PMMM universe face using Homura as the prime example. It makes sense considering she has the most experience of any girl in the series and most likely the entirety of her universe. She'd be the most worn down of them all, the tired, guilty survivor of a war none of the rest of them were aware of._

 _That's why I had that part with Homura in front of the mirror wondering about what her future could have been and what was stolen from her by making the contract in the first place. Every magical girl is robbed of her future: The normal experience of one's teenage years, one's adulthood, and all that could come with it such as love and family. All of that is torn from them and replaced with the inevitable end result of the contract: Becoming a maddened, spiteful creature that lashes out and brings pain and misery to everyone it meets. Homura's way of dealing with that fact and all the pain she experiences is to build a wall around herself, to shut off her emotions as much as possible and hide the rest. Of course she can't hide them completely but it's enough to alienate her from the others and makes her life that much more difficult. There's a physical component to this as well. Homura may mentally be an adult but she's in the body and working with the brain of a teenage girl so her decision making isn't as mature as a normal adult despite her experience. I feel that's one of the reasons she finds it so easy to dismiss the possiblity of saving the others and focusing on Madoka._

 _That focus of course is the second big aspect of Homura's personality, her need to save Madoka and only Madoka. Her determination has devolved into an obsession and this is the other reason she seems to dismiss the others. She'll try to utilize them if at all possible but her every action and emotion is reserved for Madoka alone. She's desperate to save her friend yes, but desperation and obsession are not good things and that's why at the end of chapter her confrontation with Sayaka goes as badly as it does. Sayaka has her own hang ups (and Homura is very aware of them) but despite that the real problem between the two of them is that Homura can't bring herself to care enough to make the kind of connection needed make the proper appeal to sway Sayaka away from her disastrous choice. I feel that Homura's move to protect herself and keep going has had the ironic side effect of making her less likely to succeed in any given timeline and that in turn has prolonged her agony. These two aren't the only reasons for Homura's difficulties of course, but I'll leave some of that for the next chapter._

 _Now I've decided to come up with an appropriate Once Upon a Time opening shot for each of these chapters. For those not aware Once has a screen capture near the beginning of every episode where the title music plays and in that screen capture there's always something either a character or object that pertains to the story at hand. Since I didn't do this in the notes for the first chapter I'll do it here. The first chapter would simply have Kyubey floating in the woods only to disappear behind the trees. This chapter would have the silhouette of Homura in full magical girl garb looking around for a moment before using her shield and disappearing from view._

 _The music I feel really fits with this chapter includes "Magia", the ending theme from PMMM by Kalafina and "Unhappy Endings" from the Once Upon a Time soundtrack. Both can be found on itunes. The next chapter is called Desperate Souls. It's going to be a big one too so it'll take a bit longer to write. Hopefully I have it finished soon._

 _Update: I added a bit here and there and in particular added the scene from Madoka's point of view to not only round out the chapter and provide a contrast with Homura's point of view, but to set up her basic state that she'll eventually transition out of as the story goes along. Plus it allowed me to show Mami's glory moment in fighting a witch so it's all good. There's also the scene between Homura and Mami to set up their basic relationship that comes into focus in a later chapter._


	3. Chapter 3

Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

Chapter 3: Desperate Souls

* * *

Sayaka Miki was fast asleep. In her dream she was the beautiful princess in the glass coffin whereupon all the creatures of the forest mourned the beloved royal. Wearing a dress of purest snow white, her body seemingly dead to the world, the princess slept a cursed sleep inflicted on her by great evil. All hope seemed lost and yet in truth it remained, for there was one thing that could awaken the princess, the one thing that could break all curses: True love's kiss given by the princess's soul mate, the dashing prince charming. Her sleeping mind could see the prince's white horse galloping into the grove where the coffin rested after coming from a far off land on rumors of the princess's beauty. Kyosuke got off the horse ever the figure of a dashing prince, garbed in majestic silver finery and wearing a stately fur lined red cape. The sun fell gently on his fair features bathing him in a golden glow. He approached the glass coffin and opened the lid, staring down entranced at Sayaka for what seemed an eternity with absolute love in his eyes. Then he closed his eyes and slowly, ever so slowly, he bent down to give Sayaka the kiss that would wake her from her cursed slumber and presage their happily ever after...

And then Sayaka Miki woke up. She sat up and looked at her clock as the fading memories of the vivd dream danced in her head. Dang it why couldn't she have slept a minute longer? She was just getting to the good part. She slapped her cheeks a few times to drain out the blush that suffused them with a goofy smile plastered on her face the whole time, then crawled out of bed to get ready for school.

* * *

School had been pretty much as she expected: boring and of little consequence in the grand scheme of things. Her mind had never really been in class anyway and particularly not since Kyosuke had been in his accident. From that point on her mind was often squarely on him and helping him through his recovery. Nearly every day she would visit him in the hospital, give him various CDs of famous or hard to find classical music, and just sit and talk with him. That was were she was at now heading toward his room with her newest acquisition ready to present to him.

If Sayaka was being perfectly honest with herself she did have an ulterior motive. She had been enamored of Kyosuke and his playing since he'd first showed off his talent at school years ago. They had been childhood friends and her feelings had deepened over the last two years into a fierce first love. She was giddy every time she was near him and in her desire to get closer to him she'd begun adopting some of his hobbies such as his love for classical violin work. The best times were when he seemed to have eyes only for her, when it was just the two of them sharing some special moment. Her heart would pound in her chest and she could feel the blood rushing to her cheeks every time his face was close to hers. She wanted nothing more than to tell him how she felt. To have him hold her, kiss her, tell her she was his everything. For that she would give anything, her mind, her body, and even her soul just for Kyosuke to love her as she did him. And yet despite this Sayaka had never voiced her feelings to her beloved. She'd tried on several occasions, but every time she backed down, too embarrassed or afraid to tell him. Most of the time it was out of fear that he would reject her. That would surely break her heart. It made her feel like a coward. She wanted to believe in the strength of her love and it being able to reach the most important person in the world to her, but it wasn't enough to counter her fear of rejection.

These days a rather disconcerting change had come over Kyosuke. He'd always had a tendency toward quiet reflection and melancholy as well as focusing too much on his music things that Sayaka attributed to him being an incredibly pressured violin prodigy. He would stay up late trying to compose some new melody and come into class looking all haggard but she didn't mind. She loved his dedication. Then the accident had happened, a terrible car crash and Kyosuke was left with broken legs and worse, his left hand was completely numb and paralyzed. At best he could move his arm, it was devastating for a violinist.

That day Sayaka was convinced he'd never play again and Kyosuke's mood had taken a turn for the worse particularly in the last five or six days. It was like all of his poorest qualities had been amplified and the good qualities that she loved in him had faded to mere shadows. He was becoming increasingly angry, aggressive, and belligerent. She'd even see him lash out at a nurse once. Some days he would be sitting there in his bed constantly crying while others he seemed ready to scream at the first thing that annoyed him. He hadn't done anything to her yet but part of her was afraid it was only a matter of time. She hated seeing him like this, it gouged a huge hole in her heart. So far her bringing him CDs of classical music had been the only thing to help offest these dark mood swings. All she wanted was for him to get better and return to the beautiful and provocative young man she'd fallen for.

Sayaka had thought such a miracle impossible until recently when she and Madoka had met Kyubey. The odd little creature claimed to be able to grant any wish if a girl with the right magical potential agreed to become a magical girl and dedicated her life to fighting the witches that were born from humanity's despair. while the idea of being a hero, a crusader of justice very much appealed to Sayaka, what really drove her toward wanting to accept Kyubey's offer was the chance to heal Kyosuke's hand and with that possibly his heart. To see him whole and hear him play again, that she felt was possibly something worth putting her life on the line for.

Despite all the pressure that deep longing provided Sayaka had been hesitating on whether to agree or not. She'd seen what the magical girls could do yes, but she was under no illusions that it wasn't dangerous. The thought of dying somewhere to some horrible witch or worse, at the hands of another magical girl had given Sayaka pause. Even today she was still waffling on the offer when by rights she should have taken it. She almost had once after one of Kyosuke's darker mood swings had left him crawled into a ball and sobbing while she had tried futilely to comfort him.

Then there was the new transfer student and at the thought of her Sayaka involuntarily shuddered. Sayaka hated two kinds of people most in this world: Those who were extremely selfish and those who were extremely rude and the transfer student was both in her mind. Ever since she had shown up the transfer student had proved to be a major pain in the ass always showing up when she was least wanted. Mami had warned her and Madoka about magical girls like Homura Akemi who would fight bloody turf wars just for the "privilege" of hunting more witches and claiming more grief seeds. Meanwhile people would die around them either devoured by the witches and their familiars or by getting caught in the crossfire of these territorial disputes all done in the name of greater magical power. Sadly according to Mami girls like Homura were far more common than those like herself. Like as not Homura would be an obstacle if Sayaka agreed to become a magical girl and she wasn't sure how well she'd fare in battle against the girl if they came to blows as Sayaka was almost certain they would.

Homura was in fact so paranoid about competition for the grief seeds that she actively tried to stop Kyubey from contracting more girls and trying to deter would contractees with ridiculously cryptic warnings. It was like she was more a wraith wailing in the night instead of a flesh and blood human being. Just now she had encountered the transfer student outside the hospital and sure enough after making a veiled threat against Sayaka and her family she had fixed Sayaka with that cold, dead stare of hers and mumbled about how magical girls eventually lost everything. It was silly and all anyone had to do to confirm it was to look at Mami.

Mami was someone Sayaka respected greatly. Her beauty, poise, compassion, and selflessness fit Sayaka's view of the ideal magical girl perfectly. If she were to become one herself Mami would be the role model she would aspire to. She would be a hero of justice who never put her own needs above helping others just like the ones in all the hero shows she used to watch as a young child. She used to imagine herself as one of those heroes, a valiant lady knight or some kind of sentai ranger dispensing justice, beating back the villains, and saving innocents from their vile clutches. There had been times as a little child when she would dress up as these characters much to the amusement of her parents such as on Halloween which for some reason was big in Mitakihara unlike much of the rest of Japan. Maybe it had to do with magical girls that frequented it? Mami had said there had been a number of them until recently. Now there was only Mami as the others had either died or moved to other cities.

Finally she had made her way to Kyosuke's room. He was sitting up in bed looking at the setting sun. He turned to look at her as she moved into the room and she had to stifle a gasp. He looked horrible. There were dark bags under his eyes and he looked pale. She quickly wondered if he'd been eating right. One of the things that set him off before was the hospital food. Maybe she could make him something for next time?

"Sayaka?" His voice was noncommittal and strained with exhaustion with a hint of something more tense lying underneath. It broke her heart to hear it.

"Kyosuke! I brought you another present. You were looking for this one right?" She handed him the CD which after glancing at it he placed it on the bed next to him. She got out his CD player, put in the disc, and turned it on. "How is your therapy going? Do they have any news on your hand? You were looking at some experimental treatments ri-"

"Sayaka." The tone was mostly flat but there was a hint of something else beneath it, something that sent a chill through Sayaka. "Why do you keep doing this to me? Are you trying to torment me?"

Sayaka was taken aback. "What do you mean Kyosuke? I just brought you the music you love to li-".

"Do you think that's what I want!?" Kyosuke was screaming at her. It was the first time he'd ever done that to her. He was glaring at her now and her heart sank. "Do you think I want to listen to the music I can never make ever again? Do you think I want to torture myself by constantly being reminded of what I've lost?" With this he smashed his left arm into the CD with enough force to shatter the disc and drive several of its shards deep into his hand and arm. Blood began to well up and drip onto the bedspread.

"Kyosuke, don't!" She flung herself onto him and starting pulling the shards out.

"The doctor's told me there's no treatment that could work. That I should give up." His voice was hollow now, devoid of all energy. "Unless there's a god, or some kind of wish or miracle I'll never be whole again, never be able to play again!"

Sayaka burst into tears and clung to him. She couldn't take it anymore. Her decision was made. "It's, it's alright Kyosuke! Wishes and miracles are real!"

Kyosuke looked down at her for a moment then growled. "You're just saying that to make me feel better!" He shoved Sayaka off the bed.

"N-no Kyosuke I promise you, you'll get better!" Sayaka began to back away at the cold, dark look in his eyes.

"GET OUT!" With his one good hand he grabbed the CD case and threw it into the wall next to her. Sayaka ran out of the room sobbing as the orderlies rushed in to deal with the unruly patient. She never noticed that Kyubey was outside, looking in on the scene through the window its expression unchanging...

* * *

The roof of the hospital was fortunately deserted at this time of day. It took several minutes for Sayaka to stop crying and dry the wetness from her eyes. She had to be strong for this she decided. Taking a deep breath she shut her eyes and sent out a mental call. 'Kyubey.'

'Yes, Sayaka? Do you wish to make a contract?' When she opened her eyes the creature was standing next to her.

'Yes, but I want to go over some things first.'

Kyubey cocked its head to side. 'Very well, what do you want to know?'

'Could my wish restore both Kyosuke's hand and mind?'

Kyubey looked at her with that unchanging expression of his. 'Hmmm, it shouldn't be a problem. Is that your wish then?'

'Will it be instant?' Sayaka didn't want to think about Kyosuke waiting days for the miracle she was about to bestow upon him to take effect.

'It should be nearly so, yes.'

'Very well, do you agree to my terms?'

'Yes.'

With that Kyubey floated in front of her radiating a bright light. As he pulled his rabbit-like ears toward her heart she felt a kind of suction in that area that increased over time. Suddenly Sayaka felt a massive rush of warmth emanate throughout her body. It was like she was being wrapped in the world's warmest hug. When it ended she could still feel a warmth a little ways ahead of her. She opened her eyes and beheld a soul gem, this one aquamarine in color reminding her of a beautiful, gentle sea. It floated in front of her before landing still warm in her hands. She then noticed that one of her fingernails had developed a crescent mark the same color as her soul gem. Looking at the gem and the hope it represented for her beloved a single thought floated through her mind. 'I love you, Kyosuke.'

'Congratulations Sayaka Miki! Your wish has overcome the bounds of entropy! Now take up your soul gem and your duty for it is your destiny.'

"Thank you Kyubey, I will."

Sayaka closed her eyes and thought, no, willed for a moment as she felt a warmth spread out over her body again. When the warmth faded a couple seconds later she opened her eyes to see she had transformed. She was wearing blue shoes with a gold trim, white leggings held up with blue belts and a blue skirt with white trim. Her hands were adorned with white gloves with blue trim at the wrist. Blue sleeves rode up her arms. Her school shirt had been replaced with a white button down dress that turned to blue at the chest area, all laced with gold trim and short enough to bare her midriff. She noticed her soul gem was fitted into her stomach around her belly button. Finally she was wearing a white cape fastened around her neck with a gold clasp. She willed again and two rapiers appeared in her hands.

"A knight huh?" Her face broke into a huge smile. "Perfect!" And she bounded off the hospital roof and began to move across the city.

She had been gone no more than a few seconds when Kyubey heard the woosh that presaged Rumplestiltskin's arrival. "So the mouse has fallen into the trap and all it took was the right bit of cheese."

Kyubey turned to face the creature. 'By my calculations it should have taken longer for Kyosuke Kamijou to reach a point of total despair. His response was also far more violent than expected. You had Nagisa Momoe do something to him, what was it?'

"Just a simple potion to inflame the darker aspects of his personality. I must admit I was getting worried. The potion was only temporary and would have run its course in about two more days. Still, it fulfilled its purpose."

'She would have contracted anyway.'

"Now she's contracted sooner and besides, I like to hedge my bets."

'That's against the rules.' It was true for the most part. The hive mind had decided long ago to place certain restrictions on how its physical agents on Earth dealt with potential contractees and the situations surrounding them in order to appear fair and equitable. For instance, they couldn't force a contract on a girl, she had to accept of her own free will though they could take advantage of a dangerous situation that happened to come up to give the offer that much more appeal. They also had to tell the truth to a contractee though of course they didn't have to provide everything. Just the most relevant information pertaining directly to the question asked. If a girl asked about the soul gems' function and what happened when it was fully corrupted they were obligated to tell the truth but of course none of them did and it was their own fault for not doing so.

Kyubey regarded Rumplestiltskin again. 'I can't understand your motivations, Rumplestiltskin. First, you interfere in a contract and then you hasten one. What is your end goal?'

"As I said when we first met that's my business." He regarded the Incubator coldly.

'Keep your secrets if you must, we will discover all of them soon anyway.'

"We'll see dearie, we'll see." And he disappeared in another plume of black smoke.

Kyubey looked out over the city and began to take stock of the situation. Rumplestiltskin it had decided had been human once. Several of the creature's actions had suggested a close familiarity with human customs that only made sense if he had once been a human himself. Beyond that it had been impossible to ascertain his motives. The hive mind had been focused on uncovering his end goal for some time now and still nothing. It wasn't as though they had a lot to go on beyond a child's fairy tale that was in hindsight grossly mistaken when compared to the real thing. They knew he was from another world but which one? How could they get there and once there, how could they get the relevant information on Rumplestiltskin to come up with an effective counter strategy? Kyubey had hitherto avoided antagonizing the creature for one reason alone: Rumplestiltskin knew the secret of the magical girls and was obviously capable of monitoring its actions. Kyubey was under no illusion that Rumplestiltskin couldn't and wouldn't appear to the girls and reveal the secret if he was pressed. They might not believe him at first but he clearly had the power to force the truth to the surface say by throwing Mami or Sayaka into despair. And once that was done contracting Madoka Kaname would become far more difficult though not impossible. At the very least the situation warranted a closer inspection of the creature and its habits preferably unnoticed.

Setting the issue of Rumplestiltskin aside for the moment Kyubey regarded Sayaka Miki. She wouldn't last long as a magical girl, her idealism was too at odds with the real world to stay unbroken for long. She would soon slide into despair and perhaps through her descent it would finally lead to Madoka making a contract. Still, it might not happen quickly enough at least to be useful in thwarting Rumplestiltskin. Not unless it was given a little push and Kyubey knew just who could give that push. While it was against the rules to directly set up a confrontation between magical girls if Kyubey happened to say a few things and a girl decided to act on her own based off of them than that would be perfectly fine. It took only a moment's thought to locate the girl in question and Kyubey was off.

* * *

"Well if it isn't the little freak." The redhead gave Kyubey a lopsided grin.

'I wish you wouldn't call me such things Kyoko. I'm only here to help you.'

"I'll call ya what I want ya freak!" Kyoko Sakura turned and looked out over the city, her city, her hunting ground.

'I have information you might find interesting.'

"Yeah and what would that be?" Kyoko began to absentmindedly chew on a stick of pocky.

'A new girl has contracted in Mitakihara.'

"A rookie huh? Bet Mami's pleased about that."

'I believe Mami will train this one, yes.' Kyoko's eyes seemed to darken at this for just a moment.

"Poor rookie, hope she wises up and ditches Mami fast."

'The witch activity in Mitakihara has increased greatly as of late. Before long there will need to be several new magical girls on the front lines just to keep up.'

"Yeah, so?" Kyoko regarded Kyubey with a look that said "Shut up and get to the point.".

'When the extra activity subsides it's likely some of the girls will fan out to adjacent territories.'

"Pffft, like some newbies could ever beat me!" Kyoko placed her hands on the back of head and laughed.

'Of course, but hunting in this area has become scarcer as of late. It would be problematic if you were to run low on grief seeds at an inopportune time.'

"Heh I've got more than enough grief seeds coming in, but I see your point. The gravy train's not going to last forever. Hmm maybe I should pay Mami a visit and check out this rookie for myself. Lord knows she could use a proper example of a magical girl. And if I can get my fill of grief seeds, all the better."

* * *

Sayaka couldn't wait to call Madoka and Mami and show off her new garb. They had met inside Mami's apartment to celebrate. Mami had given her a warm smile at the sight of her magical girl form, but strangely Madoka was concerned.

"Are you sure you want this Sayaka-chan? It's dangerous. You might regret it some day."

"'Course it's dangerous, but I'll have Mami to help me so just leave the city to magical girl Sayaka Miki, champion of justice! And I'd never regret this! Kyosuke will be back to his old self and I feel great! In fact the only thing I regret is not doing this earlier!" She flexed her arm assuredly at Madoka. Madoka in turn gave her a shy smile.

"Yes, there's plenty you need to still learn about tracking and fighting witches." Mami's usual carefree smile was reassuring. "We'll start tomorrow, but for now we can celebrate!"

Mami began pouring tea and getting a cake out of her fridge. They would spend most of the night talking, laughing, and sharing stories. Sayaka was truly happy, the first time she'd been that way in a long time. Kyosuke was healed and she was determined to do her part and protect her friends. She would be a champion of justice like Mami and protect the people of the city, bring them hope. All the while Sayaka couldn't help but smile and think of the bright future she was going to build. Afterwards she and Madoka began walking home and Sayaka couldn't help but notice her friend's less than enthusiastic attitude. "What's wrong Madoka?"

Madoka gave her one of those shy smiles, the ones that said she was either embarassed or ashamed. "It's just I'm sorry I can't do more to help you and Mami-san. Here you two are risking your lives to save people and I'm still hesitating on whether to make a wish or not. I feel so useless sometimes."

Sayaka smiled and put a reassuring hand on her friend's shoulder. "It's alright, let me and Mami deal with it. You've always been that way, cautious I mean, and that's not a bad thing."

"But..."

"Look I didn't do this just to heal Kyosuke. I did it to help protect my friends including you. If it makes you feel any better I'd rather you weren't a part of this. I don't want you getting hurt. If you find something worth putting your life on the line for then ok but until then don't rush into anything."

"I... ok, thanks Sayaka-chan!"

Sayaka just smiled at her best friend and looked at the street sign. They were supposed to head off in different directions now. "I'll see you tomorrow Madoka!" Madoka nodded her agreement and trundled off toward home as Sayaka did the same. That night as she lay asleep she would dream of slaying the witches to bring peace to the city and of her and Kyosuke in a passionate embrace, their hearts beating in tandem as they affirmed their love for one another.

* * *

Rumplestiltskin stood on a hill overlooking the city of Mitakihara. In front of him was a very basic wooden table and on it two objects. The first was a simple candle in its holder to remain unlit until the proper time. The second was an old cloth cloak. The cloak was small as if to be worn by a child and while it seemed threadbare it was remarkably well preserved given it was several centuries old. Rumplestiltskin would not have it otherwise. It may not have seemed such what with all the wondrous magical items Rumple had collected over the years but this shoddy peasant's cloak was one of his most precious items. He would not let it go or allow it to be destroyed for any price. He gazed out over the city a rare forlorn look in his eyes.

It was nearing midnight, the witching hour, and then his ritual would begin as it did every year at this time ever since... Normally he would do this at his castle in the Enchanted Forest where no one would dare disturb him. Unfortunately he didn't have that luxury now so this would have to do. He refused to postpone this most important habit of his. It was no magical ritual this annual event, no rite of power, but rather a remembrance. It was also the one time that Rumplestiltskin let the mask drop and he for a brief time was not so much the Dark One but rather a semblance of the man he had once been. He lit the candle and stared at the cloak intently.

The memories came to him now as they always did unbidden, unwanted, and unstoppable. He saw his miserable life before, his wretched cowardess. He say himself hobble his own leg to avoid battle. He saw his wife leave him for a pirate. He saw his son about to be taken from him and his killing the old Dark One and becoming the new Dark One in the process to stop it. He never regretted that part as being the Dark One had given him power, the power to protect what was his. The power to exert his influence on the world. He had stopped the ogre wars, saved the children forced onto the front lines, and made certain that the fools who had thrown those young lives into that hell had paid dearly for their callousness. There was no shame in that whatsoever. No, it was what happened after that was painful. Power was its own reward and yet there was a part of him that wanted to throw it all away if only to be able to change the past. He saw his boy on the ground being sucked toward a green portal created by a magic bean given by one of the cursed fairies. He saw himself holding onto his son but the thing was his son wanted to enter that portal, wanted to go a special land, a land without magic.

Rumplestiltskin didn't cry, he never cried even at this, his saddest memory. He saw his boy begging, pleading with him to follow into this new land, to be free of the curse that was being the Dark One. A part of him wanted to but another part didn't want to lose the power. All he needed to do was let go of the dagger that held him to the ground and yet he couldn't do it. In the end the second part of himself, the dark self won out in that moment as it had so many times before and so very many times since. He saw himself letting go of his son and the boy tumbling into the portal screaming at him all the while. And then almost instantly afterward the regret had come crashing down on him.

"Bae." The word came out laced with all the somberness and regret he felt at that moment. How couldn't it? Baelfire was the one person in all the realms that he truly loved. And Rumple had betrayed and abandoned him just like his own cowardly father had done to Rumple so many years ago. But unlike that man Rumple had realized his mistake. That day he had dedicated himself to one goal: To find his son. He had been planning and manipulating all toward that achievement a very long time. To do whatever it took to reunite with the boy who was the only bit of light in his long, dark life. It had seemed recently that his plans were reaching fruition and yet still there were some troublesome roadblocks. The training of Zelena had been a disaster and Regina's training wasn't going as well as he would have liked. He wasn't sure she would be able to do what he needed her to do when the time came. She had the hatred it was true, but would she be able to make the sacrifice necessary to carry out her part? He needed options, other ways to accomplish his goal in case things fell through. Rumple looked out over the city again. There was power here, enormous power and soon it would be in his hands. The precognitive abilities he had taken from a seer long ago had showed him that as it had the path concerning Regina. While such things weren't exact and were never what one expected Rumple was determined. He would do anything, cast anything, and ruin anyone it took to make that glorious day when he saw his son again happen. And when it did...

Rumple's thoughts then became a jumble of the past and the present. Kyubey and its ilk were much like the duke of the front lands he decided. That pitiful excuse for a man had begged for his miserable life before Rumple had gleefully relinquished him of it. Rumple was evil, he had no delusions otherwise and he was certainly willing to kill anyone who stood in his way, even a child. Yet what the Incubators were doing to the girls of this world, defiling their bodies and souls, sending them into a war of their own creation, breaking their minds, and turning them into monsters all in their rapacious desire for emotional energy... it was so much like the nightmare he faced in his waning days as an ordinary human. If the Incubators had existed in his world they would have likely done the same thing to the girls there too perhaps even the boys as well. Maybe even to Bae. For all his evil and the callousness built up over centuries the thought of such things actually angered him on a personal level. How many parents had seen their daughters disappear, taken from them and never knowing their horrific fate? There were few times Rumplestiltskin did anything that could be remotely called good and _never_ without exacting some price that furthered his own goals. That was how being the Dark One worked. But he did enjoy a little poetic justice now and then and that at least was likely to be an end result of this endeavor. He intended to use the Incubators' practices against them to bring him one step closer to reuniting with his son and he had a _special_ surprise in mind for Kyubey and the entire Incubator race. He had learned from his mistake with the duke so many years ago. He had simply killed the man and did not intend to do the same to the Incubators. After all, why kill them when inflicting a fate worse than death was much more fitting and by far so much more preferable?

So caught up in his memories was Rumplestiltskin that he failed to notice the little white creature staring at him from a distance, its expression ever unchanging, its mind ever working toward the completion of its own goals.

* * *

The next few days went by quickly for Sayaka. She and Mami had done some simple hunting, fighting a familiar or two with no problems. She was eager to learn as much as possible and so she had been drowning the senior magical girl in questions and requests for practice. The only reason she had deigned to relent was Mami reminding her to keep magical use to a minimum so as to not be caught unprepared.

The day after her fateful decision had been particularly special. Kyubey had proved true to his word and Kyosuke had recovered that night his hand working for the first time in weeks. She had worked with his servants to plan a special surprise for him. At first Sayaka had planned an "extra" surprise, a little confession from deep inside her heart and a kiss to seal her feelings but as she was in his hospital room she thought better of it. This was his day and she didn't want to overwhelm him. So instead she had helped him into a wheelchair and brought him to the hospital roof where his family and servants were waiting with his most prized possession: His personal violin.

He had asked that it be thrown away before yet now his face lit up at the sight of it. He took it eagerly into his hands and for the first time in weeks, he played a melody on the instrument. It was slow and beautiful and as she listened to his song with tears in her eyes Sayaka reaffirmed what she'd said to Madoka the night before. She would never, could never regret her decision no matter what happened. To hear him play, to know she loved him, that was all she needed to be able to put her life on the line...

Today though she was simply patrolling as Mami had been teaching her. Her soul gem in hand she was scanning, trying to find the energy signature of a witch or familiar. So far she'd yet to be tested against an actual witch but it was only a matter of time and she was sure that with Mami by her side they would triumph when that time came. In a way she was eager to deal with her first witch though she had held back in being too overzealous in her tracking attempts so as acquiesce to Mami's caution to conserve her magical reserves. She had noticed her soul gem begin to muddy not just with use but through everyday life so apparently she was always using magic in some way, shape, or form regardless as little as that seemed to be. She'd have to ask Kyubey about it when she got the chance.

For now it seemed that today would be another no show, another boring,wonderful day in Mitakihara, not that she truly minded. Then Sayaka heard Madoka's frantic voice in her head. 'Sayaka, you have to come quick! It's Hitomi! She, she's got a Witch's Kiss! We're in the factory district. I-I'm following her now. I already called Mami but you have to get here quickly. I don't know what she's going to do!'

Sayaka did her best to calm her best friend then transformed and darted toward the girl's location. All the while an anger was rising in her heart. How dare a witch mess with one of her best friends? That was something she wouldn't tolerate! She'd strike it down and save Hitomi, whatever it took. As she reached the location Madoka described she started scanning for signs of the witch and picked up the energy signature. She followed it back to one of the factory buildings and saw that one of the windows had been smashed out. A bucket of what smelled like some kind of chemicals had been thrown through the window.

Sayaka entered the building and saw several people sprawled unconscious on the floor, one of them being Hitomi. Towards one end of the room she saw the massive spatial distortion that was the barrier into the witch's labyrinth. Madoka and Mami were nowhere to be found. Hesitantly she moved over to Hitomi and placed her fingers on the girl's neck to check for a pulse then breathed a sigh of relief when she felt it feeble but steady. Madoka and possibly Mami had gone into the labyrinth and now she had to as well. She moved to the edge of the distortion and focused her will. She then threw out her hand releasing that will into the barrier and tearing open a hole. With a quick, deep breath to calm herself, Sayaka stepped into the labyrinth.

The disturbing, nonsensical imagery common to a witch's labyrinth greeted her upon entering. What looked like computer screens and various messages in an odd language were everywhere. Sayaka knew that caution was usually the better option when moving through a labyrinth but her friend was in here and she felt that the witch was focused on something else. And so Sayaka tore off as fast as possible toward the metaphorical center of the labyrinth where the witch made its lair. As she began to reach the lair what she saw next surprised her. Mami and Madoka were there trying to fight the witch as she thought but Mami was acting strangely. Gone was the poised, confident girl she knew and in her place was one frantically trying to destroy the various angel mannequin familiars flying about. There was a look of horror on Mami's face and as Sayaka looked around she saw why. There were more computer screens and in fact the witch itself looked like some kind of girlish mannequin coming out of a floating computer screen. All of the screens including the witch's were tuned to what looked like various horrible moments in Mami's life. Several showed what looked like a young Mami trapped in a burning car while others showed images of her crying over pictures of her parents or of her simply being alone. Sayaka realized the witch wasn't just attacking Mami's body, it was attacking her mind, tormenting her. And that caused Sayaka's anger to bloom into a full blown righteous fury. She summoned her rapiers, lept up as high as she could, and came crashing down on the witch. It only noticed her the moment before impact and it shrieked as the blades dug into it and the force of Sayaka's attack drove the creature into the ground. Sayaka then leapt off and looked at the witch. It was squirming around, just barely alive. Mami and Madoka had turned to look at her as she charged the witch crying out in triumph. "And now for the final blow!"

She moved ever closer, her blades ready to cleave the monster in two but as she began to swing her blades she heard Mami cry out. "Sayaka, look out!" There was a flicker of ... something to her side and she was sent careening into the wall of the labyrinth. The impact knocked all of the breath out of her. Sayaka pulled herself up off the ground and looked up at the witch or rather what was left of it. A spear was sticking into the melting, disintegrating corpse and holding that spear was a young red haired girl wearing a red dress and pinkish red skirt. The girl was staring at her with a smug grin on her face.

"Geeze rookie, I can see Mami isn't any better at training. You can't even land a proper killing blow."

Sayaka seethed for a moment. "Who the he-"

"Kyoko!" It was Mami. She was staring at the newcomer with shock and perhaps a bit of ... shame? At least that's what it looked like to Sayaka. "What are you doing here in Mitakihara?"

The girl called Kyoko flashed a sneer in Mami's direction as if daring her to make a move. "I came here cause I heard you were training another newbie and because I wanted to see how the hunting was around here after all this time. You really haven't learned anything have you Mami? Still trying to beg and coerce people into staying with you, pathetic. Oh well, I got what I came for." Kyoko bent down and picked up the witch's grief seed.

"Mami, who's the brat?" Sayaka didn't take her eyes off this Kyoko for a second.

"Well she's..."

"We knew each other in the past, that's all you need to know rookie." Kyoko sneered at Sayaka again and Sayaka glared back in response. Then she felt the wave of vertigo that indicated the imminent collapse of the labyrinth.

"Tch. No more time for chit chat." And Kyoko was off.

When the mad pcoket dimension that was the witch's labyrinth had faded, Kyoko was nowhere to be found. They dragged Hitomi out of the warehouse and spent the better part of an hour trying to explain that she had passed out and they were trying to take her to the hospital when she finally woke up. Sayaka was just relieved that she was alright. After they had left Madoka and Hitomi on a bench in the park to recover Sayaka motioned for Mami to walk with her. "Alright spill it, who is she?"

Mami held her head down in obvious shame. "Her name's Kyoko Sakura and she was the first magical girl I trained. Things... didn't go so well."

"And now she's back to what, run you out of Mitakihara?"

"No, I don't think so though it is strange for her to show back up after all this time. She left never wanting to come back here and I never thought I'd see her again." There were tears forming on the edge of Mami's eyes.

"If she gets in the way again I'm going to have to take her out."

Mami looked at Sayaka with shock and dismay plainly on her face. "You can't Sayaka!"

"She's clearly intent on giving us a hard time. I can't let that slide Mami."

"No, you don't understand Sayaka. She's more experienced than you! She's fought her share of turf wars before, she'll..."

"I don't care!" Sayaka was glaring at Mami now, a scowl plastered on her face.

"You should listen to Mami, Kyoko is more than a match for you." Sayaka rounded and stared into the face of Homura Akemi.

"Transfer student, you're late."

"So it seems."

"Akemi-san you know Kyoko too?" Mami was studying the raven haired girl closely. Homura simply ignored the question and focused on Sayaka.

"Stay away from Kyoko or you might find yourself dead. She won't pull any punches." And with that Homura walked away leaving Sayaka to seethe.

"That girl! It's like she's not even human, more like a robot!" Sayaka said grimacing. She then turned to Mami and her face softened. "Look Mami, I-I'm sorry I got angry with you. It's just people like that get me so..."

"I understand." Mami patted her on the shoulder supportively.

"There's something I need to do, I'll see you around later ok?"

Sayaka found herself at the hospital again only this time she was shocked to find Kyosuke had been released already. Why hadn't he called her and told her the news? Had he just been so happy he forgot? She wandered over to his house and stared at it through the gate. She could hear the faint sounds of violin music coming from the upstairs. So he was practicing huh? Best to leave him alone then, he tended to get irritable when his practice was interrupted. She turned to leave and saw Kyoko staring right at her.

"So that's it huh, you're mooning over some boy then?"

Sayaka fixed the redhead with a piercing glare. "That's none of your business."

Kyoko ignored the comment and continued. "Is he the one you made a wish for?" Sayaka's reaction simply confirmed this and Kyoko gave a disgusted sigh. "That's no good you know. If you're going to make a wish it should be for yourself. In the end all you've got is yourself anyways."

"That's a load of garbage!"

"Really? Here you are standing at the gates pining for this boy you're crazy over and you can't even go in there and talk to him. How is that not going to end with you by yourself? It's pathetic. You should just be marching in there and demanding he pay attention to you if that's what you want. It's not like he could stop you now that you have magic. Get some payback for your investment."

"Kyosuke is NOT my investment!"

"Sure he isn't." Kyoko fixed Sayaka with a lopsided smile. "I suppose if all you want is to care for him you could go in there and bust his legs or hands. Then he'd have to rely on you. He'd be completely yours mind, body, and soul."

Sayaka felt a fury welling up inside her, an almost berserk rage. "What the HELL is wrong with you!?"

Kyoko continued to leer at Sayaka with that infuriating smile plastered to her face. "Hey if you want to throw down about it I'm all for it rookie! But not here, follow me."

Sayaka followed Kyoko to a nearby overpass. The redhead turned and grinned at her menacingly. "Alright, here's the spot. Nobody will bother us here. I've got to admit I've been waiting for this rookie. You need to get some sense slapped into that naive little head of yours."

Sayaka had grown tired of Kyoko's taunts and chose to ignore her. Instead she sized the girl up trying to come up with a plan of attack. She was about to change when she heard of all things Madoka's voice calling to her. "Sayaka-chan, stop! Don't fight her, it's not right!"

Sayaka and Kyoko both turned to look at Madoka running toward them and in a split second of unity both of them incredulous asked the question that was on both of their minds. "How did you...?"

"I called her." They again turned in unison and gazed at Homura Akemi already in her magical girl form. She had that same lifeless stare she always did and seemed to regard the both of them the way someone would a dog who had messed on the carpet. "What do you two hope to accomplish by doing this?"

Kyoko recovered her composure first and glared at the newcomer. "Who the hell are you?"

Homura fixed the girl with a piercing stare and for all her bravado Kyoko actually looked a little uneasy. "Someone who doesn't take kindly to fools who start fights for no reason."

It was Sayaka's turn to react and she too glared at Homura. "Stay out of this transfer student. This is none of your business."

Homura's stare transferred to Sayaka and hardened. For a moment Sayaka thought she looked... unhinged. "If you insist on being a fool then I'll be your opponent."

Madoka looked at Homura now with shock. "Homura-chan, you can't!"

At this point Kyoko seemed confused. "Look if you've got a beef with the rookie over there that's fine by me. I'll let you have your shot. But I'm not going to wait forever." She pulled out several sticks of pocky and waived them toward Homura. "You've got until I finish these and then I'm jumping in whether you're finished or not."

Homura didn't even bother looking at Kyoko keeping her gaze fixed on Sayaka. "That'll be more than enough time."

Sayaka bristled at the implied insult. Creepy or not the transfer student had no right to belittle her. "Hey don't underestimate me!"

"It's your move." That cold, creepy stare just drilled into Sayaka and behind it she still thought she saw hints of something... else. Something almost mad. It took all her will not to shudder at that withering stare.

At this point Madoka was frantically looking back and forth between Homura and Sayaka. The panic was obvious on her face. "Homura-chan, Sayaka-chan please don't do this! It's not right, there's no reason to..."

"Stay out of this Madoka!" Sayaka had had enough of her friend trying to intervene in the inevitable. Nobody seemed to notice that Kyubey had appeared and was watching the unfolding events intently.

"But..."

"Look, this is going to happen whether you like it or not. Now stay out of the way or you could get hurt!" Sayaka then raised her soul gem and prepared to transform...

"NO! I-I'm sorry Sayaka-chan, but I can't let you do this!" She snatched the soul gem out of Sayaka's hand and threw it out over the overpass. It landed in the bed of a passing trunk that sped it's merry way along the road.

'Oh my Madoka that's no good. You shouldn't throw your friends away like that.' Kyubey's mental chastisement was promptly ignored by everyone present.

"This isn't good." Homura had a determined look on her face and took off after the truck. Sayaka meanwhile rounded on Madoka a furious look on her face.

"Why did you do that Madoka!? You had no right to..." And then Sayaka blacked out.

When Sayaka came to she quickly looked around. Madoka was on her knees holding her. Homura though standing was bent toward her. For once her eyes looked almost normal and there was a small hint of concern. Kyoko meanwhile had a deathgrip on one of Kyubey's ears and was glaring down at the little creature with obvious hate. "What... happened?"

Madoka was the first to speak. "Sayaka-chan..." And then she told Sayaka what had happened and what Kyubey had revealed. About how Sayaka had seemed to drop dead and how it was because the soul gem had gone too far from her body. That the soul gem in fact stored her soul. Sayaka could feel her face drain of color as Madoka continued. "Homura-chan got your soul gem back before it was too late."

Sayaka couldn't even speak. Dumbly she nodded at Homura who returned it though she didn't even notice the gesture. Her brain no, her mind, was locking up trying to deal with the news that had been presented to it. She was no longer herself. She was no longer human. She was just some soul in a blue rock. Her body wasn't even alive, it just shut down if her soul gem got too far from it. She was like some sort of walking corpse, a zombie. Her mind just kept going over the facts in an endless loop.

"She's in shock." Homura walked over and put her hand on Madoka's shoulder. Madoka, we need to take her home."

Madoka turned and nodded at Homura and the two of them helped Sayaka up off the ground and each taking an arm they started to move toward her house with Kyubey following close behind. Sayaka was barely putting one foot in front of the other, her mouth occasionally moving but no words coming out. Her eyes were glazed over and seemed dim in the streetlights' illumination. They didn't notice the stranger in the in the cloak looking at them from a corner, his hands steepled together, his golden eyes fixed intently on them and a small smile on his golden, scaly lips. Not that they could notice him anyways. As they slowly trudged toward Sayaka's house they remained silent. Halfway there Sayaka started to come out of her stupor. Homura and Madoka let go of her arms but she still pushed forward with that slow gait. "What... am I?"

When they got to Sayaka's house she stumbled in with Kyubey following her. She barely said anything to her parents who gave her worried looks as she went to her room. It wasn't as though they would understand. How could they? Magical girls, witches, a contract with an alien being, and their daughter becoming a zombie, who could ever believe much less deal with something like that? Sayaka couldn't even begin to figure out how to break it to them. She'd never had a close relationship with her mother like Madoka did hers and even if she did what sort of advice could her parents possibly give her? So she walked into her room, closed her door, placed her soul gem on her desk, and stared blankly for several minutes. She was aware of Kyubey being in the room with her and eventually decided to focus on him. She had questions, and he _would_ give her answers.

"You tricked us! Why didn't you tell me what you were going to do to our bodies?"

'I did not "trick" you, you never asked. Besides it's much more efficient this way. Normally the human soul is easily destroyed when your body takes even moderately severe damage. I extract your soul and mind and put it into your soul gem so you can more easily safeguard yourself. You can fight the witches without worrying as much about getting hurt. I may have omitted the details about the changes to your body and soul but I did extend the offer to become a magical girl fairly and was willing to answer any question asked. You can't blame me when you were the one who didn't make sure what the contract entailed before agreeing to it.'

Sayaka felt the anger welling up inside her at the creature's flippant view. "A lie of omission is still a lie! I never asked you to do this to me! I didn't need it and I wouldn't have made the contract if I knew I'd have to go through that!"

Kyubey shook his head and padded over to Sayaka's soul gem. The mere sight of her new "home" made Sayaka nauseous. 'You don't give battle the proper seriousness it deserves Sayaka. Imagine for instance if someone speared you through the stomach.' At this he pressed against her soul gem with his paw.

Intense pain shot through Sayaka's stomach. She quickly gasped and clenched her teeth to keep from screaming and dropped to the floor holding her stomach, barely able to move. Tears welled up in her eyes and she fought desperately to hold them back. She twitched on the ground and kept making strained groaning noises.

'Do you see now Sayaka? One serious blow and you're incapacitated. There's no way I could ask you to fight like that. The only way you magical girls are able to fight the witches and each other at all is because your soul and your body's pain receptors are partially disconnected. Any pain that would normally overwhelm you is partly ignored and you are able to keep on fighting. With practice you can even disconnect to the point that you feel no pain at all though it comes at the cost of a slower reaction time so I don't recommend it.'

Kyubey pulled his paw off of her soul gem, but Sayaka was still on the ground, the pain barely starting to subside. She struggled to form words through gritted teeth. "Why do we have to go through this?"

'You agreed to become a magical girl in exchange for having a wish granted did you not? And that wish was granted correct?' Kyubey's face remained its usual smiling self.

Part of Sayaka wanted to reach out and strangle Kyubey. He had lied to her and the other magical girls, violated their very souls, and turned them into little more than walking corpses meant to fight a war no one normal even knew about. She wanted to kill him for that, for turning her and the others into inhuman monsters. Another part of her realized he was right. She had done this to herself. She had wanted to wish for Kyosuke to be healed and she hadn't considered the full price her agreement entailed paying. So instead she got up as difficult as that was, turned off the light, crawled into bed, and cried herself to sleep as one thought kept flitting through her mind: 'How can Kyosuke ever love me now?'.

* * *

Homura didn't know what to do about these new developments. Now not only had the sweets witch not showed up, but Sayaka had contracted early and Kyoko had shown up earlier than expected. Something was definitely wrong with this timeline. Was Walpurgis Nacht going to show up early too? She hoped not. That monster could stay as far away for as long as possible as far as she was concerned. There was one other odd thing she'd noticed. The Incubator had seemed strangely preoccupied with something. Oh it still made overtures to Madoka when it could but usually it took a fair interest in Homura herself as it couldn't remember ever contracting her. Instead it had barely payed attention to her at all past the first few days. In a certain light it was a boon as Homura was free to be more liberal in the use of her power but it was also disturbing. Was whatever had its focus the reason for the massive shift in the timeline and if so what could it be that it would interest the Incubator so much it would ignore the massive anomaly that she herself represented? No matter how hard she thought about it she couldn't come up with a satisfactory answer so instead she turned her mind toward Sayaka.

Sayaka was deteriorating much faster this time thanks to Kyoko's early interference. What was worse was that the drama between her, Kyosuke, and Hitomi hadn't even started yet though she was certain it would only be a matter of a day or two. In her current state Sayaka probably wouldn't last the week. The heartbreak would be enough to send her spiralling into the abyss. Was there any way to keep her holding out if only for a few more days? Her knowing the truth about her soul was the first major piece of her downfall in nearly every timeline. She started to doubt and give up on herself. She began to sink into despair.

Then there was what happened to Homura herself on the overpass. That last confrontation had unnerved her. She had intended to simply knock Sayaka out but for a moment there was another urge, a much darker one. She had thought about how much easier it would be if Sayaka was simply dead. No Sayaka, no witch it was as simple as that. In the end Homura had fought down the urge but she had been so close to doing something she thought she'd never do. Would she do it? Would she simply kill Sayaka like some wounded dog in need of a merciful death before the darkness tore her apart and cast her ruination in front of all to see? The urge had been there and Homura didn't like it one bit. It made her feel like she herself was at the edge of some great chasm about to fall off. And what would she become if she did fall? A witch, or something worse? Right now she didn't want to find out and so she had to do something, anything to save the blue haired girl if only for a few days. Try as she might though the answers simply didn't want to come and all Homura could do was stagger exhausted back to her apartment.

* * *

 _Author's Notes: So here we are at the end of chapter 3. It's a fair bit longer than the first two in part because of all the scene shifts and trying to set up the pieces for Sayaka's fall into despair. Sayaka's slow spiral into damnation is an integral part of the PMMM story and I struggled to give it its proper due. In fact I doubt I truly have. Sayaka will have her own character study story later on in the Outsider's Tales series but that is a long way off. For now this chapter and the next help to serve as practice for when that time comes. I felt it necessary to include the short dream sequence at the beginning to begin to highlight one of the main problems Sayaka has: Her view of herself and the world around her is incredibly naive and severely clashes with reality especially the reality of the magical girls. She sees herself as Snow White, the beautiful princess who is saved at the very end by her handsome prince and rides off to her happily ever after. As PMMM fans know though she's actually the Little Mermaid (The original, NOT the Disney version). And the Little Mermaid's story is far from happy._

 _I also had to set up the foundations of Sayaka's ideals as they are also a major reason for her downfall. Sayaka is one of those people with a very black and white view of the world, good and evil being clearly defined for her. She hasn't had the chance to begin to see that the world is really a bunch of grays. There are few absolutes beyond those you actually set for yourself. Sadly Sayaka expects far too much from herself and ends up pushing herself off a cliff._

 _Finally I had to set up her feelings for Kyosuke and this was a challenge in and of itself. We know she loves him dearly, enough to make a wish knowing that she would have to put her life on the line just to heal him. How do you describe such an intense first love while also setting up to show how naive it is? It is very rare for first loves to actually work out, something Sayaka doesn't understand yet. If she did she probably wouldn't have destroyed herself the way she did in the series. So I set up little observations from her of Kyosuke's worst qualities, his obsession with music and how he ignores her and others for it for one and most importantly have her dismiss their severity. Love, especially that extreme first love we feel in our teenage years blinds us to so many things. Rumple's potion helps to bring a lot of that to surface in all its ugliness and we also get to see how Sayaka just can't cope with the potential for rejection from him yet._

 _Now this chapter is called Desperate Souls and desperation is a major theme in PMMM as well as this story. Desperation is what drives the girls to make their contracts with Kyubey and also why many people make deals with Rumplestiltskin. Whether it's to save a life, heal a friend, or just help someone close to them they're all desperate for something they don't know how to achieve normally. As Rumple says in one episode he knows how to recognize a desperate soul. Speaking of that episode (Also called Desperate Souls) it's the one in the first season of Once where we actually see his origins and how he became the Dark One so it was fitting to have the scene in this chapter that kind of talks about that and gives us his major motivation for being here. We get to see behind the mask as well as to get some references to the greater world of Once Upon a Time. I'm trying to sprinkle a few references in with the other characters here and there too so keep an eye out for them. It also makes for a good contrast to what Kyubey does to Sayaka in the series and at the end of the chapter._

 _As far as the Homura character study is concerned there's two main points in this chapter. The first is to see how other characters in particular Sayaka view Homura and her actions which is to say not in a positive light. The second is to show just how close to edge Homura is at this point. Constantly going back in time, constantly seeing her friends die, constantly being faced with a situation she has little control over and yet is trying her hardest to overcome, this has had the effect of breaking her. If you've ever played any of the White Wolf (or Onyx Path as they call themselves now) pen and paper roleplaying games set in one of their World of Darkness settings you know that they have a penchant for morality systems and the one for Vampire: the Masquerade and Vampire: the Requiem known simply as Humanity is the one I liken to the situation with Homura and the other magical girls. You see as someone who's become a vampire continues to live on their sense of morality begins to degrade. The innate humanity they had before becoming a vampire is slowly eroded over the years and as it does the vampire becomes more callous and more willing to do acts that we normal humans would see as horrific. And this is exactly what is happening to Homura and the other girls. They've been transformed into something that can't quite be considered properly human and the circumstances of their new situation forces them to lose their humanity little by little. They end up being perfectly fine with fighting other magical girls and in some cases letting normal humans die just to get the grief seeds that will extend their power (and their life but most of them don't know that). Homura has become so worn down, her humanity is so degraded that she comes off as something other than human to the other magical girls who haven't strayed so far down the path. She's seen as something dangerous, something that might kill to get what it wants. She isn't completely gone (In Vampire terms hitting Humanity 0 and succumbing to the Beast, or Witch as would be the case with Homura) but she is getting close and that's a frightening thing to contemplate. It's a deep kind of personal horror, the idea of falling to the evil inside oneself and becoming a monster._

 _So onto music. The breakout piece here is "Rumplestiltskin in Love" and can be found on Itunes as part of the Once Upon a Time soundtrack. Seriously, play it while reading any of the scenes involving Sayaka and Kyosuke or simply the ones where she thinks about him as well as the scene with Rumplestiltskin. It was perfect for writing those parts. Also from that soundtrack is "The Genie's Wishes", a little piece that can sort of be used for when Kyubey appears. He's also got his own theme which is of course appropriate. There's also the Kyubey parody song aka "Do You Want to Make a Contract?" that you can find on Youtube. This works as a nice little double reference since it's a parody of Frozen's "Do You Want to Build a Snowman?" and Frozen had its place in Once in the fourth season. Of course there's also Sayaka's theme itself, "Decretum" and it's good for that part when she first sees herself as a magical girl and for when she's fighting the witch later on in the chapter._

 _Now for the Once title capture for this chapter it's simply Kyosuke's hospital bed, his silhouette looking out the window as the curtains ominously flap in the wind toward him._

 _The next chapter will be "The Mermaid's Choice". Hopefully I get it done quickly._

 _Update: Just some minor edits, corrections, and expansions._


	4. Chapter 4

Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

Chapter 4: The Mermaid's Choice

* * *

The first thought that occurred to Sayaka when she woke up was that it had all been a horrible dream. That she had woken from some terrible nightmare. There were no magical girls that were walking corpses, no witches to fight, no soul gems that acted as a kind of prison. She would go to school as usual and everything would be right with the world. Then she saw her soul gem sitting there on her desk and her heart sank. She was little more than a pretty trinket attached to some kind of zombie whose only purpose was to fight the witches that plagued the world. Still it was a testament to her determination that her next thought was simply 'I can't change it so I have to get used to this.'. She was still a champion of justice performing an important duty to protect the innocent people of the city. She couldn't stay down in the dumps forever. Slowly she dragged herself out of bed and prepared for school. Her parents gave her worried looks but she ignored them as she ate her breakfast and walked out.

The weather was at least clear as Sayaka walked to school while trying to put herself in a better mood. It wasn't easy. Every time she so much as thought about her soul gem or magical girls in general she'd start to become depressed again so instead she let her eyes wander and take in the scenery. Mitakihara was quite the beautiful city when one took the time to appreciate it. The air and water were clean and there were a number of breathtaking parks including one Sayaka's route skirted. The smell of flowers and morning dew was in the air and Sayaka inhaled deeply a small smile forming on her face for just a moment. This place was peaceful at least for now and Sayaka intended to keep it that way. Slowly she felt a little bit of her old self coming back and she took another deep breath. She could handle this...

She saw Hitomi walking to school as she normally did. Madoka lived a bit farther away and so often had to rush to catch up to the two of them. Sayaka had no doubt that she would be by shortly but for the moment it was good to have some company that wasn't involved in the insanity that had been playing out to date. Hitomi greeted her and the two walked together a ways exchanging bits of small talk as they normally did. Soon though Hitomi got a concerned look on her face and blurted out. "You seem down Sayaka, what's wrong?"

Sayaka decided to play it off as no big deal. "Ah nothing really. Just some things that have been coming up lately hit me out of nowhere is all. It's all right, I'm managing."

Hitomi didn't seem convinced but thankfully dropped the subject. Being prim and proper, that was just the way of things. Instead she scanned ahead and a quizzical looked appeared on her face. "Is that Kamijou-kun? I didn't know he was back at school today."

Sayaka froze and looked where Hitomi was indicated. Kyosuke was there walking on crutches and talking with his friends. What happiness Sayaka had been cultivating that morning evaporated in an instant as her situation came crashing down on her once again. There was her beloved, the one she had wished to heal and yet as much as she wanted to run up to him a single thought kept replaying itself over and over in her mind: 'I'm not human, how could Kyosuke love me?'.

Hitomi looked at her a moment then prodded her gently. "Aren't you going to go talk to him?"

Sayaka backed behind a sign and looked down. "N-nah. I'm letting him have his own space." It was clear though that Hitomi wasn't buying that excuse. In fact she almost seemed upset about something.

"Sayaka?"

"Y-yeah?" Hitomi looked very serious all of a sudden.

"Would you please meet me at the cafe after school, there's something I need to discuss with you."

"Oh, uh really? Sure, is there something on your mind?"

"We'll talk about it then." Hitomi then turned and started walking toward school again, a little faster than usual. Sayaka was trying to figure out what was wrong with the green haired girl when she saw Madoka running up to her a look of immense relief on her face.

"Sayaka-chan, I'm so glad to see you." Sayaka felt the air escape her lungs in a great "woosh" as her friend drew her into a tight hug. "A-are you doing alright today? I was worried about you all night."

"I-I'm doing a bit better thanks."

Madoka cocked her head to the side and regarded Sayaka for a moment. "Are you sure? You don't look well. What's wrong? Please tell me."

That was always like Madoka, always caring about others. There were times when Sayaka felt she was too soft for her own good but today Sayaka didn't mind as much. If she didn't say anything to anyone she felt as if she would burst, all her pain tearing her apart at once. "It's just that I saw Kyosuke just now and... well how can I do it? How can I confess to him when I'm like this? How could I ask him to hold me, to kiss me when I'm, I'm just a zombie!"

The tears were falling freely now. Though her vision was blurred she could feel Madoka's hand on her shoulder. Gently she placed her hand over Madoka's. Sayaka did her best to dry her tears and stop her sniffles then looked at her best friend. "Thanks Madoka, we'd better get to class now."

"Sayaka-chan..." Madoka's worried look continued but Sayaka turned and headed to class.

* * *

Class had been another morass of garbage Sayaka didn't care to learn and she had at best stumbled through one subject after another until school had ended. She had half expected the teacher to say something but apparently she had gone unnoticed. School had never been her thing anyways as she frequently got bad grades even when she did try. The only solace she'd had in this area was that Madoka somehow had a tendency to get even worse grades. Now though she was free to see what Hitomi wanted. It was unusual for her well to do friend to act worried or annoyed unless it had something to do with her parents pushing their daughter to do something else on top of the ridiculous list of expectations they had already nearly buried her with. The rich girl's burden as Sayaka liked to consider it. She didn't know what it was this time but she would help out any way she could. After all Hitomi was one of her dearest friends next to Madoka. It was also the perfect thing to take her mind off all the insanity of the past few days.

Sayaka walked into the cafe and found Hitomi sitting in a booth. She slid into the opposite and stared at her friend a moment. Hitomi was the type to usually put on one of those proper disaffected expressions. It helped when dealing with the rest of high society. But Sayaka had known her long enough to tell that something was seriously bugging her. "What's going on Hitomi? What did you want to talk about?"

Hitomi tried to start and stopped a couple of times before finally taking a deep breath and staring evenly at Sayaka. "Sayaka, there's a secret I've been keeping from you and Madoka."

"A secret, what kind of secret?" Sayaka tried to adopt her usual easy going smile despite the emotional rollercoaster she'd been on, was still on, and felt that she for the most part succeeded.

"For a long time now I've been in love with Kyosuke Kamijou."

Sayaka felt as if she'd been lashed across the face or lightning had shot through her body. Somehow she had managed to pull off an expression of shocked surprise rather than the gloomy depression that was now threatening to bury her yet again today. "Ah... ah really? You like Kyosuke?"

Hitomi's gaze hardened. "You should stop pretending Sayaka. I know you love him too."

Sayaka didn't know quite how to respond. The mask she had been wearing moments before crumbled though and Hitomi had full view of the wretchedness she felt. It didn't seem to phase Hitomi who simply continued. "When I saw Kamijou-kun today I realized I needed to stop fooling myself so I've decided to confess my feelings to him. However you've been pursuing him longer than I have. You're his childhood friend. Out of respect for you I'm giving you until the end of today to confess your feelings before I do the same. I'll leave you now to make your decision."

With that Hitomi got up, bowed to Sayaka and walked out of the cafe. Sayaka meanwhile was reeling from the news. Hitomi loved Kyosuke and she was going to confess. She'd given Sayaka the day to do likewise but... Despite the urgent desire to run to Kyosuke and tell him everything that was pounding in her head and heart Sayaka's mind flew back to the simple fact of what she was now. She couldn't confess to him no matter how much she wanted to. She wasn't even human anymore, how could she ever be worthy of him? She thought again of Hitomi. Her high society friend. Kyosuke was considered high society too come to think of it. They had a number of things in common. And Kyosuke hadn't bothered to call her when he'd gotten out of the hospital. Was it possible those two were meant for each other? Had she always been nothing more than a third wheel, the unwanted, obtrusive outsider? But she was Kyosuke's childhood friend right? That meant he'd be more likely to choose her over Hitomi right? She should confess, but she... couldn't. Sayaka's mind was locking up again trying to deal with a situation it just wasn't prepared for. The more the thoughts looped in her head the worse she felt. She could feel the tears forming again and running down her face.

The next time Sayaka looked up she was at the gates of Kyosuke's mansion. She hadn't even realized she'd left the cafe. The sun was nearly down now, the last rays of twilight beginning to be extinguished. She looked past the gate to the house beyond and she could imagine Kyosuke there playing the violin. It was a fantasy she'd had many times before but this time instead of Sayaka appearing and the two embracing with a passionate kiss, it was Hitomi. The image of Kyosuke and Hitomi in a lover's embrace burned itself into Sayaka's mind. She held onto the gate as the tears came again, hot and free against her cold skin. How could she deal with this? It was just too much. She let go of the gate and headed into the city unsure of everything.

* * *

Madoka was now very worried about her friend. It was now the second day after they had discovered the secret of the soul gems and now Sayaka had skipped school. Every time she looked forward she couldn't help but drift her gaze momentarily to Sayaka's empty desk. Something was terribly wrong with Sayaka and try as she might, Madoka had no idea how to comfort her friend. She felt so weak and helpless and the thought ate at her heart. She'd found out the reason for Sayaka's absence or at least what she'd thought was the reason when she'd been running to school. She hadn't seen a sign of Sayaka but had run into Hitomi and Kyosuke walking together. Her friend had pulled her aside and told her that Kyosuke had agreed to become her boyfriend. At first Madoka had actually started to become angry and asked Hitomi how she could ever do this when Sayaka's infatuation with Kyosuke had been so obvious only to be told that Hitomi had given the girl the rest of the day to confess her feelings which she apparently hadn't. This was the last thing Sayaka had needed as being with Kyosuke was probably the only thing that would keep her friend together now and she knew it.

Hitomi's revelation had also torpedoed the one idea that had come to Madoka last night for helping Sayaka. She had intended to push her friend into confessing her feelings to Kyosuke while she stood by as emotional support whatever the outcome had been. Now with Hitomi and Kyosuke being an item that wouldn't go over well at all. Madoka had simply shaken her head at the ludicrous hand fate was dealing her today. Not a couple of weeks ago she had been thinking about how much she wanted to get a love letter, to have someone that loved her the way her father loved her mother. Madoka had wanted that very much as after all, she saw how happy the two of them were and couldn't help but desire the same situation for herself. She had at times tried to imagine what her husband would look like and how many children they would have together. Right now though the only thing that thinking about love brought out was a very rare reaction for her: irritation.

She had no clue how to proceed next. She wasn't a magical girl and after finding out about the soul gems she had very little desire to actually become one. Homura had been quite right to warn her and Sayaka not to take up Kyubey's offer. Madoka stopped herself for a moment. The thought about Homura had actually given Madoka an idea. She sent out a mental signal to the raven haired girl. 'Homura, I need to talk with you at lunch.'

It took a few seconds for the girl to respond. '...Okay.'

Madoka sat back in her chair and did her best to focus on the teacher. Silently she awaited their lunch period and her chance to talk with Homura about her troubles. When it finally came up she and Homura moved toward an empty corner of the class room and pretended to make idle chat. In reality all of the pertinent details were flying between them telepathically.

'What did you need to talk to me about Madoka?' Unlike how she acted towards most other people, Madoka had seemed to be able to get Homura to open up a bit and so her thought came across as genuinely concerned rather than harsh or annoyed as it would if directed to another.

'It's Sayaka-chan, I don't know how to help her. I was wondering if you could help me look after her. I can't go on witch hunts and she's not in a state to be alone. Hitomi-chan... Hitomi-chan took Kamijou-kun from her today and I don't think that's going to go over well. She's already going through too much.'

Homura closed her eyes for several seconds whether as in thought or irritation though Madoka couldn't tell. Finally she opened them and her response didn't sit well with Madoka at all. 'I'm sorry Madoka, there's nothing you can do. And I doubt Sayaka would listen to me.'

'You just have to be friendly with her Homura-chan.'

Homura just shook her head. 'I tried thinking of a way myself but... I'm sorry, it won't work.'

'But...'

'It's partly my fault this is happening.'

'Huh, why?' Madoka stared at Homura quizzically.

'I should have been more diligent in preventing her from making a contract. I knew what the soul gems contained before all this.'

A small flash of anger coursed through Madoka. 'Why didn't you tell us!? I don't think Sayaka-chan would have made the contract if she'd known!'

Again Homura shook her head. 'Would you have believed me back then? I doubt it, especially not with Mami claiming otherwise. And after Sayaka contracted I couldn't tell you then because well, look at how she's reacting now.'

Madoka bowed her head. She knew Homura was right, as usual. 'All Sayaka-chan wanted to do was help people. To save people and bring hope.'

'That's exactly why she should never have made the contract.'

'Why!?'

'Magical girls with those kinds of ideals tend to fall sooner rather than later. That's just how it works, being naive destroys you. I'm sorry Madoka but that girl, it would be best if you gave up on her.'

'I refuse to do that! And I refuse to abandon hope either! I'll help Sayaka-chan, whatever it takes!'

Homura simply gave Madoka a sad stare, broke the mental link, and walked away.

* * *

Madoka had rushed to Sayaka's house after school. She had contacted Mami who had agreed to keep an eye out while she was off hunting while Madoka had decided to check with her parents. Sayaka had been ignoring all attempts at mental communication so the only other option was to track her down. She had then become frantic when she found out that Sayaka hadn't been back home that night. She had thanked Sayaka's mother and promised to look for her. Afterwards she had turned to start looking and saw the redhead Sayaka had been planning to fight two days ago, the girl called Kyoko. "So you're looking for the r... Sayaka too huh?"

Madoka's expression actually became hard. "If you're looking to fight with her again she's not here."

"Nah I wasn't looking to fight. I... wanted to talk to her."

Madoka was perplexed for a moment. "Talk to her? Why?"

"That bomb the little freak dropped on us a couple of nights ago really hit her hard. Moping doesn't do any good though so I thought I'd show her what she should be focused on."

"It's because of you trying to force your views on Sayaka-chan that this happened in the first place." Madoka put a fair bit of anger into that message and she didn't care how Kyoko reacted to it. Somehow despite the fact that this girl was a magical girl and Madoka was only human, she refused to back down. It was like she was tapping into some great wellspring of conviction she never knew she had. Fortunately Kyoko didn't seem to take offense to the remark.

"Yeah... look it's just she doesn't have the right attitude for this sort of thing. People like Mami and me, we got into this because we thought we had no choice and we stayed because we definitely didn't have a choice afterwards. With this life you focus on survival first and anything else second or not at all. Someone like Sayaka would get eaten alive unless she wised up. She should never have made a wish and for that matter neither should you."

"You sound a lot like Homura-chan."

"The creepy girl?" Kyoko burst out laughing. "I figure I'm a bit more fun than she is. Anyways, if you're looking for Sayaka I want to help. I promise I won't fight her this time. The name's Kyoko Sakura by the way."

Madoka doubted she could stop Kyoko from coming along anyways so she simply nodded her head in ascent. "Alright... and I'm Madoka Kaname."

* * *

Sayaka moved listlessly through the city her mind focused on the events of the last two days. She had killed the few familiars that had popped up though not without much enthusiasm. How could she after seeing what she had? She had spent the entire night trying to figure out what she was going to do. Several times she had felt like forcing her way into Kyosuke's house, drawing him into a kiss, and then telling him she loved him but the same thought kept repeating in her head every time: 'Not human. Not human. Not human.'. She had stumbled toward the school in the morning and had hidden when she saw Kyoksuke and Hitomi walking together. The way they were talking and the look in their eyes when they stared at each other... it tore Sayaka's heart into pieces. It was only then that she'd realized something: The only thing worse than being rejected by the one you loved was never having told them in the first place. It was too late now though. She had run away, crying the whole time and had only stopped to do a bit of hunting when she'd noticed some familiars in the area. While she did so the horrible thought occurred to her that this wouldn't have happened if she hadn't saved Hitomi from that witch. That thought was like a massive black hand around her heart, squeezing the life and happiness out of her. She had spent most of the rest of the day in a fugue not really processing what was going on around her.

She was so weary now. The sun was beginning to go down again, the twilight hour of purples, dull reds, and oranges. She found a black bench to sit down on and collapsed into it. She was covered in grime and stank of body odor from not having bathed. Almost reflexively she pulled out her soul gem, her prison and stared at it intently. It was almost entirely black, just a small bit of light was left and even that seemed like it was dying... Sayaka didn't really care though. If this meant the end of her usefulness as a magical girl and her death then so be it. While she had staggered around she had begun to question so many things. Her life, her friends, her family, even the city itself. She kept coming back to a single question: "What am I fighting for?". It repeated over and over in her brain. She had wanted to be a champion of justice and save the people of the city. Now she wondered if it had been worth it at all. She felt like she was drowning within that muddy soul gem with no hope in sight. In the sparse moments of lucidity during her meanderings she had noticed so many terrible things. People living on the street, drugs, various crimes... It seemed like humanity was doing its best to prove to Sayaka that it didn't deserve to be saved. Throughout the whole jaunt she had been mumbling to herself incoherently as she did now. "I feel like I could curse the entire world..."

"Oh I don't doubt that dearie. Not with what you're becoming anyways."

Sayaka's head snapped up at the intrusion. There was a man staring at her, the most hideous one she'd ever seen. She would have mistaken him for one of the homeless bums she'd seen across the city if not for what he was wearing. He looked like he was wearing some type of leathers out of a European renaissance faire. His skin looked weirdly golden and pocked and at first Sayaka thought it might have been some kind of leprosy. On closer inspection it instead looked scaly. His smile revealed rotten, yellowed teeth. Sayaka was willing to bet his breath smelled horrible, and his eyes were a disturbing gold color that now bored into her with the stare of a hungry predator. Was he some kind of odd familiar? A witch? Sayaka started to spring up ready to transform but the figure held out a cautioning hand.

"No, no dearie, I'm not here to harm you. Quite the opposite in fact. Besides, I doubt you would last very long if you did change."

"H-how do you...?"

"I've been keeping tabs on this city for some time now including the... endeavors of you and your magical girl friends." He gave a disturbing cackle and Sayaka felt a shock of cold run down her spine.

"Who are you?" Sayaka couldn't shake the feeling that this guy was evil. It wasn't just the look, he seemed to exude this foulness from him as if there was no light to be found anywhere within his soul.

He gave her an elaborate bow. "Rumplestiltskin, at your service!"

Sayaka actually burst out laughing. "Yeah... right. Now I know I'm hallucinating. I'm seeing people claiming to be from a fairy tale!"

"Oh I assure you dearie I'm quite real as is the trouble you're in now." He gave her a disturbing smile. "Look at your soul gem, you're all used up dearie! No more time for you."

Sayaka looked down at her soul gem. It appeared as if the last of the blue was guttering out. "Here, let me help you with that..."

With a wave of his hand a blackish green aura appeared around her soul gem. The last bit of blue seemed to stay in that guttering state and didn't die out. Sayaka gasped and looked up at the man calling himself Rumplestiltskin. "What did you...?"

"I've slowed the process temporarily. Tell me, what do you think is going to happen when all of the light dies in your little "home"?

"I'll simply be useless as a magical girl... and I'll probably die."

Rumplestiltkin let out an amused snicker which caused Sayaka to shudder. "No dearie, I'm afraid death would be far preferable compared to what you will face. It seems that the Incubator, that Kyubey didn't tell you everything. Though I suspect you already knew that. That's your soul in that container dearie and and your little gem is filling with corruption. What do you think will happen to your soul when there's no light to protect it from the darkness?"

Sayaka shook her head dully. "I... I don't know."

"The corruption will reach your soul. Poison it. Twist it. You will become a maddened thing intent on lashing out at everyone around you. You will be a curse let loose upon the world. The perfect antithesis of a magical girl. In other words as you girls call it... a witch!" He let loose another cackle at Sayaka's horrified expression.

"You... you're lying!"

"Now why would I do that dearie? There's no point to when the truth is so obvious. You magical girls run on hope and what's the opposite of hope? " Sayaka sat there dumbly. "Despair! Grief! Why do you think they call it a grief seed? It's why those creatures call themselves Incubators dearie, they're the incubators who ensure the hatching of witches."

Sayaka shook her head several times. "No. That can't be true. I can't become a witch!"

"Well you haven't just yet but you're in the process of becoming one. Here, let me show you what you'll become when it's all said and done!"

Rumplestiltskin waved his hand again and a large phantasmal image appeared behind him. It was hideous. It looked something like a giant mermaid only it was wearing armor and a tattered blue cape that looked suspiciously similar to Sayaka's and she recognized it was wearing the same ribbon that all of the girls at Mitakihara Middle School wore. It was carrying curved rapiers in its hands so much like Sayaka's... Its head was covered in a helmet with three large eyeholes and it was wearing some kind of bizarre collar that fanned out behind it in the shape of a heart. Surrounding the creature, the witch, was a labyrinth where the walls contained silhouettes of what looked like Kyosuke playing the violin. A terrifying music was playing and there were various messages plastered over the walls including the phrase "Look at me!" repeated over and over. The witch seemed to be staring at Sayaka and let loose an ear piercing shriek and in it Sayaka could hear her own anguished voice coming from the creature. For that brief moment she was the witch. She was in an eternal hell, endlessly searching for a love that would never come. Maddened by unending grief and constantly tormenting herself. Damned to curse and devour all who encountered her...

Sayaka screamed and put her hands over her head as the image faded. "No... no I... that's what I'm becoming?"

"I am afraid so dearie. You will become a monster, a damned soul, and your parents and your friends will lose you forever." And at that she burst into tears.

"Now, now there's no reason to despair because I can help you." Rumplestiltskin moved closer to her. "Just like in the fairy tale I've come to you in your hour of need. I can reverse what's been done to you. You will be a normal human as before, no becoming a witch! Now don't tell me you don't want that."

Sayaka looked at him, not really seeing him for a moment. "You... you want to make a deal don't you?"

Rumplestiltskin laughed. "Correct! If you pay my price I will save you."

Sayaka's gaze met his. "You want me to make some kind of contract with you!? Why should I? After what Kyubey did why would I ever want to do anything like that ever again?"

An amused chuckle came forth from Rumplestiltskin's twisted little smile. "Good. It seems you've learned your lesson. That creature tricked you into accepting a deal you didn't fully understand and now you're paying the price. You needn't worry about that from me dearie. I will tell you the full price of my deal, you have my word and Rumplestiltskin never breaks his word. Now as to why you would accept well it's not as though you have much of a choice do you? It's either be saved or become that loathesome creature you just saw."

Sayaka looked at her soul gem for moment. She didn't want to deal with this creature. As bad as her situation was some stubborn part of her didn't want to give this evil thing what it wanted. "No, there's a third option. I could smash this and kill myself."

"Oh that you could yes, but then who would be there to help your friend?"

Sayaka glared at him. "What are you talking about!?"

"Kyubey is after your friend Madoka is he not? He'll do the same thing to her that he did to you. He wants to corrupt her, drag her into her own eternal torment similar to the one you just saw. A fate worse than death. In fact he may well be using your situation at this very moment to convince her to form a contract to save you. And know this dearie, if Madoka becomes a witch everyone on this planet will suffer." He gave her a thin, disgusting smile.

"No!"

"You're the only one that knows the truth. The only one who can save her. But if you want to kill yourself I won't stop you." He stood there with his hands crossed over his stomach waiting for her answer.

Sayaka closed her eyes for a moment as a myriad of thoughts ran through her mind in rapid succession. Thoughts of being a witch. Thoughts of being human again. And most painfully of all, thoughts of Madoka becoming a monster that would have to be put down. That's what Mami and the others would need to do wouldn't they? Hunt down Madoka as a witch and eradicate her. She shuddered at that last thought as she imagined Madoka in that unending hell, her only salvation to be torn apart by those who were like she used to be. And if she fell into that trap because of Sayaka herself... "What is your price then, my firstborn child?"

"No, no you can keep any offspring you have dearie. My needs are few and simple and I promise you, you'll be glad to be free of it. What I want is... the darkness in your soul gem."

"My corruption? Why?"

"My business! Besides, what need do you have of it considering it's turning you into a monster as we speak!? Oh and as I said I was going to tell you the full price of my deal did I not? All magic comes with a price and this is no different!" He raised his hands like they were framing a picture. "In order to regain your human form your contract with Kyubey will need to be broken and when it is whatever you wished for will no longer hold true. It will be as if the wish had never... been... made."

Sayaka felt her stomach drop. "Kyosuke..."

"Yes, quite a miraculous recovery. You wished for him to be healed didn't you?"

"How... how could I leave Kyosuke like that again after all he went through? I-I love him."

"Love..." At this Rumplestiltskin's face scrunched up as if he had eaten something sour. "And this boy, does he return your affections?"

Sayaka hung her head down. "I... no, no he doesn't."

"Unrequited love can be the most painful of all. Make no mistake dearie love isn't what many think. Love is a weapon." The nasty way he said it roused Sayaka's anger.

"That's not true! Love is... it's supposed to be... wonderful."

"Is it now? Love blinds us. It makes us do foolish things. It enters our thoughts when it's least convenient. It disturbs our days and haunts our nights. Love has killed more than any war, disease, or famine and it's even been the cause of many of them. You love this boy but he does not love you in return. From the look on your face I'd say he's chosen another. Is that in any way wonderful? Does it really matter if you cancel your gift to him in order to save your own life?"

"He... he doesn't know I did it. And I still love him regardless."

"And the time to tell him has passed." The statement was true as much as Sayaka wished it wasn't. "Your love for him may be true but if it is not returned then it is not proper true love."

"True love..." Sayaka thought hard for a moment. "That's just a fairy tale too I suppose."

"On the contrary dearie. True love is very much real and quite powerful too. It's one of the most powerful forces in all the realms. Romantic true love is very rare, but true love comes in many forms most of which we never even think about. The bond between a parent and child for example or from two _very close friends_." Rumplestiltskin gave her another thin, nasty smile, his golden eyes boring into her and Sayaka knew what he meant.

"Madoka."

"Exactly. So tell me are you going to let yourself become a monster just to let a boy who never loved you have the use of his hand or are you going to save yourself and the friend you care the most about in this world? Tick-tock dearie, tick-tock. You're almost out of time."

Sayaka looked at her soul gem and knew it was true. The last bit of light in her gem was beginning to dim. She thought about her love for Kyosuke and her friendship with Madoka. She thought about all the dreams she had involving her and Kyosuke and how they'd amounted to nothing. She thought about what Kyosuke would go through if he was once again stripped of the use of his hand. She thought about the monster she would become if she refused and the eternal hell she'd suffer because of it. She thought about how Kyubey planned that fate for Madoka and how much that angered her. When she really thought about it, there didn't seem to be much of a choice at all. And yet she still couldn't help the thought that came last as she made her decision. 'I'm sorry, Kyosuke.'

"Fine, do it."

Rumplestiltskin cackled evilly. "Gladly!"

With a wave of Rumplestiltskin's hand Sayaka's soul gem disappeared from her lap in a puff of black smoke and reappeared floating in front of him. A large vial appeared in his left hand and with his right he reached into the animal hide jacket he wore and began to pull something out. It was a dagger. The handle was black and ornately carved while the blade was wavy and had intricate markings all over it. As he pulled it all the way out she saw that there were black english letters on the blade and despite the fact that she didn't know the english alphabet very well she knew instantly that it spelled out Rumplestiltskin's name. She shuddered as the blade came into full view. She had the feeling that blade had spilled a large amount of blood over many, many years.

Rumplestiltskin waved the dagger over Sayaka's soul gem and she felt a cold seeping into her. It was almost as if ice cold hands... dead hands, were drawing themselves across her soul. She watched as the dark corruption began to ooze out of the soul gem as a viscous liquid which moved through the air and collected in the vial like some foul black rot. This continued for maybe a minute and Sayaka was rather astounded by how much of the black ooze was collected, almost enough to fill the entire vial. Sayaka felt drained afterwords and could barely spend the energy to look up at what was happening. Her eyes were glazed and she swore she could hear something... like a set of faint voices in her mind. Rumplestiltskin put away the dagger and vial and then grasped her soul gem in his right hand. He looked intently at it as if concentrating and Sayaka felt a sharp, suffocating pain in her chest. She gasped and grit her teeth and to her horror her soul gem began to crack. Panic began to well up as she tried to force herself into a standing position to reach out and take the gem back but before she could accomplish anything the gem shattered in front of her. However instead of dying Sayaka beheld a brilliant aquamarine light in Rumplestiltskin's hand. Then a black cloud began to form around it and the pieces of the soul gem still hanging in the air as another wave of pain hit her. She had a sense of transformation going on and sure enough when the black cloud cleared Rumplestiltskin was no longer "holding" a light. Instead it looked like a heart.

The "heart" beat as any heart would. Its rhythm matched her own. It was red for the most part however Sayaka saw that there were strips of black here and there that showed up on occasion. Oddly the heart was surrounded by a blue aura the same color as her soul gem and tendrils of this aura pulled away from the heart and towards her chest. Looking at the blackness in the heart Sayaka began to understand the effect her time as a magical girl had on her. She had begun to let anger and resentment take root inside her and as a result her heart had begun to darken. Even if she wasn't going to become a witch if she had continued on like that who knows what she might have done? She might have lashed out at her friends or family, maybe even killed someone. The thought sickened her. "My soul..."

"Your heart and soul dearie. Kyubey took them both. The soul to corrupt and the heart to be the vessel." He waved a hand at her and despite her fatigue she sat up and walked toward him. "I won't lie to you dearie, this is going to hurt."

He cackled once more and shoved the heart and his hand into her chest. There was a biting pain as he did this, but it was nothing compared to what she felt after he removed his hand. The worst pain Sayaka had ever felt in her life hit her all at once. It was excruciating, worse than when Kyubey had prodded her soul gem. She screamed and crumpled to ground where she started to convulse. Her whole body felt like it had been dipped into liquid fire as if every cell were being ripped apart and reformed. She was barely aware of a black cloud forming around her, the darkness pouring out of her chest. It surrounded her and through the pain she feared it would somehow smother her. The agony continued for what seemed to her to be hours and yet somehow she knew this was not true. Tears spilled from her eyes as she whimpered pitifully. She could feel her bones, her muscles, her eyes, even her womb repairing themselves, undoing the twisted changes Kyubey had inflicted on them. And all throughout there were more waves of pain until she prayed that she would black out. No such deliverance was granted to her however. Eventually the darkness surrounding her began to disperse and the pain began to lessen though there were still pulses of torturous discomfort here and there. When the pain finally lifted Sayaka still lay on the ground, mentally and physically exhausted for the moment. Slowly she opened her eyes and began to get up. "Am I human again?"

"You tell me dearie."

Sayaka started looking at her body. At first everything seemed no different than before with the exception of her soul gem being gone and her feeling weaker than usual. Then she noticed the finger where her magical mark was supposed to be. Instead of sporting the blue crescent the fingernail was unblemished. Tears began to spring up from her eyes again but for the first time in nearly a week they were tears of joy.

"One more thing. A protection spell in case you do something foolish and try to sell your soul again." Rumplestiltskin placed his hand over Sayaka's heart and she flinched as a greenish glow formed around the area and it felt as if a bunch of needles were pricking her heart and lingering for a bit before disappearing entirely.

She looked at Rumplestiltskin, unsure of what to do. "I... thank you."

"Oh don't thank me dearie. Besides you still have someone to save do you not?"

She nodded her head and tired though she was she ran off to find Madoka as Rumplestiltskin disappeared in a plume of black smoke.

* * *

Kyubey stood on the side walk out of the way of the human traffic staring straight ahead. It didn't see the pink haired girl, its target up until a moment ago for it was in a state of shock. While the Incubators did not experience emotions, surprise and shock could be experienced on many levels and right now it and the hive mind were racing to find an explanation for what it had just felt. Sayaka Miki's contract was gone. Not completed with her becoming a witch or the end of her life, and not replaced with the establishment of a new contract as Kyubey had intended to do with Madoka. No, the contract had simply been destroyed, as if it had been thrown into some kind of irretrievable oblivion. In all the millions of years the Incubators had been interacting with humanity this had _never_ happened. No one and nothing that they knew of including themselves could break an established contract with the exception of a wish made to do so from an appropriately powerful contractee. Even then they could feel the new contract replacing the old, not the void they now felt in the place of Sayaka's contract. There was only one being that Kyubey knew of that might have been able to do this and even then it was having a hard time believing it: Rumplestiltskin. The system the Incubators had created in order to grant the wishes of the contractees and give them the powers of the magical girls was something they still didn't fully understand. There was a fair bit of science and technology, but there were still some things they had never been able to explain. Rumplestiltskin's abilties also fell into this category and so it was possible though unlikely that he could have accomplished this albeit in a way the Incubators currently had no way of properly understanding. Unlikely as it was it was the most plausible explanation for now and so Kyubey decided to proceed as such.

Kyubey's mind began replaying the events of the last day or so. It had taken a keen interest in following Sayaka's downward spiral into despair convinced that Rumplestiltskin would show up at some point. It had even blocked all telepathic communication with her to ensure the other girls couldn't interfere. It had waited until she was nearly at the point of changing, right before she had sat down on a bench before teleporting off to play on Madoka's feelings in the hope of her making a contract to save her friend. While Kyubey possessed an impressive array of powers itself it was still limited in the fact that it was a single splinter consciousness off of the hive mind and it had believed a back up Incubator to keep watch was not necessary. Even if she had changed it reasoned, Madoka's power would be more than enough to completely revoke Sayaka's new existence as a witch and reinstate her as a human with no memories of her time transformed. It had been a calculated tactic with Kyubey also believing that if Rumplestiltskin showed up he wouldn't have enough time to do anything before Madoka made her contract. Kyubey willed itself transported to where it had last seen Sayaka only to find no one there. Clearly Kyubey had been wrong about Rumplestiltskin's abilities and now it had a massive problem on its hands. Even if it managed to contract Madoka Kaname, Rumplestiltskin could just destroy the contract as he had Sayaka's and once that was done he would certainly see to it that a replacement contract couldn't be made. It would have to contract Madoka and somehow force her almost immediately into despair and as old and intelligent as the hive mind was, it couldn't think of a good way to proceed that didn't somehow directly go against the rules it had set up as inviolate.

The Incubators had underestimated the threat Rumplestiltskin represented to their plans and they still had no idea of how to effectively counter the creature. Any being that could affect reality the way Rumplestiltskin had displayed up to now would be a formidable adversary. Conventional attacks would likely be useless against him and Kyubey wasn't even certain a contingent of magical girls could actually destroy him. He wasn't some maddened witch that they could overpower or outmaneuver. Still, there had to be a way to end the creature's life, some weakness that could be exploited. But try as it might the hive mind could still come up with no idea beyond continued observation. At first it thought to use the information it had gained from observing the remembrance the creature had conducted as a way of suing for peace but the information was sparse and incomplete. It knew Rumplestiltskin had some connection to a "Bae", most likely a child and Kyubey had guessed that this "Bae" was dead and that Rumplestiltskin was trying to resurrect him, but it was only a theory and not one Kyubey was yet willing to put to the test. There was also the overt hatred the creature had displayed toward the Incubators. It was likely that a peace offering would simply be rejected. So for now Kyubey would concentrate on Madoka Kaname and if it happened to find a way to deal with Rumplestiltskin it would strike swiftly and precisely.

* * *

Sayaka had called Madoka on her cell phone almost immediately giving the relieved girl a location to meet and after confirming she still hadn't contracted with Kyubey she extracted a promise from Madoka not to do so until after they had talked. She'd used the phone deblierately just in case Kyubey could somehow listen in on their telepathic communications. That Kyubey, that Incubator as Rumplestiltskin had called it was tricking all of them and Sayaka intended to make sure it didn't succeed. She would NOT let Madoka suffer as Kyubey intended her to, not after what Sayaka had just seen and been through. A combination of adrenaline, determination, and even a bit of happiness was pushing her forward despite her fatigue. She reached the agreed upon location, the overpass where she had found out the first truth of the soul gems and waited.

It was maybe an hour before Sayaka saw Madoka and Kyoko running toward her. Her eyes lit up at the sight of her friend and despite the fact that Kyoko was with her Sayaka ran toward the pink haired girl, tears of joy on her face.

"Mado... oof!" Sayaka felt all the air leave her as Madoka threw herself against Sayaka in an almost bone crushing hug.

"Sayaka-chan, I was so worried about you!" Tears of relief were streaming down her friend's cheeks. She tried to wipe them away but the hug was just too tight.

"C-can't breathe..."

"S-Sorry." Madoka released her and began to dry her eyes with a sheepish look on her face. Meanwhile Kyoko seemed to be looking Sayaka over, her confusion apparent on her face.

"Hey r-uh I mean Sayaka..."

Sayaka stared at the redhead trying to gauge what she would do. "Yes?"

"Where's your soul gem? And your mark too for that matter."

"Oh, that." Sayaka did her best not to break into a goofy smile. She settled for the thin, relaxed one she currently wore.

Madoka grabbed her hand. "Sayaka-chan I know it's hard being a magical girl but we'll hel-"

"I'm not."

"Huh?" Madoka just looked at her.

"I'm not a magical girl anymore." The look of shock and confusion on Madoka and Kyoko's faces at that statement almost made her burst out laughing.

"H-How!?" Kyoko kept staring up and down at her and Sayaka got the distinct feeling she was about to be poked and prodded any moment now by the redhead.

"I'll tell you all about it later I promise. There's something more important we need to talk about. It's about Kyubey, he..." Just then her phone rang. She stopped for a moment wondering who could be calling her at this hour, pulled the phone out and looked at the number. It was Hitomi.

Sayaka's gut lurched as she remembered the cost of her salvation. Kyosuke, he wouldn't be able to use his hand again. They were probably at the hospital right now trying to figure out how his miraculous recovery had come undone just as suddenly as it had appeared. "I'm sorry, one moment. I have to take this."

She clicked on the phone and put it to her ear. "Moshi moshi."

Hitomi's frantic voice burst over the speaker. "Sayaka!? I-it's Kyosuke! Something's happened. His... his hand stopped working again and... and..."

Sayaka took a deep breath to calm herself. "Ok, ok Hitomi. It's alright. I'll be over to visit you two in the hospital in a bit, there's something I have to..."

Hitomi's voice cut through her attempt at calming the panicked girl. She was obviously crying and running on almost a kind of autopilot. Sayaka knew the feeling so she just listened. "No! No... you don't understand Sayaka. When his hand stopped working he got all depressed and erratic. I'd never seen him like that before. He kept talking about how he would never play again. I-I only left him alone for a moment and... and... Sayaka, he's... he's..."

The last word didn't register in Sayaka's brain, couldn't register. It had shocked her numb before it could. Everything seemed to fade out of Sayaka's perception in that moment. She was in a complete haze. She didn't realize she had dropped the phone and that it had landed on the pavement of the overpass cracking the screen while Hitomi's voice kept blaring through the speaker calling her name. She didn't feel the pain as she fell to her knees, the pavement scraping them bloody. She didn't feel Madoka putting her hands on Sayaka's shoulders and asking what was wrong nor did she hear Kyoko's shocked questioning. She couldn't think of anything except a single thought, something Rumplestiltskin had said. It kept repeating in her brain over and over demanding to be voiced until she couldn't stand it anymore. "All magic comes with a price..."

"Sayaka-chan? Sayaka-chan! What do you mean!? What's wrong, tell me!" Madoka was trying to shake her gently. The tears began to pour from Sayaka's eyes.

"I was a fool. Such a fool." Sayaka let out a piercing scream. It was a shriek pulled from the very depths of her newly restored soul as she grabbed onto Madoka burying her face in the girl's stomach sobbing into her uniform. If Sayaka had been in any state of mind to actually hear it, she would have realized the scream sounded just like the one she'd heard from her own witch not a couple of hours before.

* * *

 _Author's Notes: So here we are at the end of chapter 4 where things truly start to happen. This is a chapter I've struggled with for a number of reasons. The first is due to having to abbreviate Sayaka's slide into despair due to the conditions of the story forcing it to happen much faster. Part of me really did want to cover more of the details as there are a lot of them in the series and they all contribute little by little to Sayaka's personal destruction. In PMMM her ordeal is a slow, torturous process wherein she's broken down in pieces. Here it's more of a massive plunge into darkness which doesn't give the situation the full respect it deserves yet it made sense for the story. I tried to show the depression and dissociation running through Sayaka as best I could what with her experiencing various fugue states and the like. I hope to give a much more detailed analysis of her fall when I do her own character study story so again this is mostly just practice._

 _The second had to do with what happens at the end of chapter. Death is something to generally take seriously in stories like this and suicide in particular. It too came naturally from the needs of the story. As I said in the notes for the previous chapter Sayaka is effectively the Little Mermaid with her disastrous attempt at first love and being a magical girl having several analogues to the Hans Christian Andersen tale. There is however one major disconnect between what Sayaka goes through in the series and the tale. In the original tale the mermaid is given a second choice where if she murders the prince with a special dagger and drips his blood on her legs she will become a mermaid once more. She chooses not to do this and her body turns to foam only for her spirit to become a spirit of air. With Sayaka she is never really given a second choice. In fact she doesn't know that not cleansing her soul gem will lead to her becoming a witch and while her actions contribute to her downfall there's also a sense of being a step removed in terms of personal agency when compared to the choice the mermaid faces at the end of her story. So the basis of this chapter is what if Sayaka is given this second choice, a chance to become human again and takes it? The answer is that she gets exactly what is promised but at a price. She has to abandon the thing that put her on the path of the magical girls in the first place: healing Kyosuke to make his life better. To be free of her cursed fate she has to allow him to suffer again. Unfortunately this leads to his death. There is actually a precedent for this in the general PMMM media. In the PSP game there's at least one route where Kyosuke tries to kill himself and not because he was being affected by a Witch's Kiss at the time. While that game does take place in an alternate version of the PMMM universe and the Kyosuke in that game was a fair bit different from the one in the series we see even in the series that Kyosuke is prone to self destructive actions when he's pushed into despair._

 _I also really liked the idea of Sayaka not only finding out the truth about the magical girls and trying to change her destiny, but actually seeing what she would become and reacting to it. Canonically there's only two characters in the series that have seen their witch forms that being Madoka and Homura. Given how pivotal Sayaka's transformation was to the original story of the series I felt it only made sense for her to get at least one chance to see her own ruination thus the part where Rumplestiltskin shows her Oktavia Von Seckendorff's form and how for a moment she realizes she is Oktavia._

 _Now some might think that Rumplestiltskin lied to Sayaka in this chapter about the price for regaining her humanity. In reality he did not. The price of the magic was in fact to cancel her wish but afterwards Kyosuke was free to do whatever he wanted and she of course thinks his death was the real price. Before she agreed she thought about what life would be like for him without his hand again but she didn't consider it possible for him to do what he did which plays into the tragedy of her character making mistakes through ignorance or out of a need to do good things such that she doesn't see the consequences of her actions. All that said though Rumplestiltskin is still a major bastard in how he deals with her. There's a scene at the end of the third season of Once where Rumplestiltskin describes himself as having been "Not only unloved and unloving, but an enemy of love.". I wanted to show this aspect of him hence the way he goads Sayaka into accepting his deal. He belittles and tries to tear apart her love for Kyosuke in order to convince her to accept and when that doesn't work on its own he uses her friendship with Madoka and pushes her to choose between the two. As he alludes to Sayaka herself he uses love as a weapon and regardless of him being right about her friendship with Madoka being an example of true love his willingness to use it in such an unsavory manner is what makes him unequivocally a villain. In fact it's a hallmark of what makes him and Kyubey great villains. A good villain will present as a credible threat yes, but most great villains don't just attack their opponents' bodies. They attack their victims' minds as well._

 _Sadly there isn't much for the Homura character study in this chapter beyond showing how she treats Madoka so markedly different from everyone else._

 _Now for the music the two big ones were again "Dealing with Rumplestiltskin" and Rumplestiltskin in Love" as this chapter is a direct continuation of the previous (In fact originally I had intended this to be the end of chapter 3 but that one ballooned well beyond what I thought it would). There's also Oktavia's theme "Symposium Magarum" for when she appears which you can find on Youtube._

 _Now the Once title capture for this chapter is the black bench with Sayaka's soul gem on it glowing blue with the glow slowly fading into blackness._

 _The next chapter is titled Madoka and the Monster. Hopefully I'll have it finished soon._

 _Update: I've expanded on a few things particularly Sayaka's musings about her heart and the process of her becoming human again. Also some minor corrections and expansions in the conversation between Madoka and Kyoko._


	5. Chapter 5

Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

Chapter 5: Madoka and the Monster

* * *

Madoka held Sayaka as the girl soaked her uniform with tears. First she was going to tell her something about Kyubey, then she got a phone call and afterwards fell to her kness and had grabbed Madoka while muttering something about magic. Madoka had no clue what was going on and tried to gently push her friend to open up. "Sayaka-chan, what happened?"

Kyoko picked up Sayaka's broken phone and handed it to her. She could hear Hitomi's voice frantically calling for Sayaka. Not knowing what else to do she answered. "Uh Hitomi-chan um yes, it's Madoka. Yes, Sayaka-chan's here but... What were you telling her?"

As Madoka listened to Hitomi's explanation she felt the color drain from her face and tears begin to well up in her eyes. Now it made sense, Kyosuke was dead. "Alright Hitomi-chan I understand. I've got to help Sayaka-chan here right now, but I'll call you back as soon as I can."

Gently she put the phone back in Sayaka's pocket and hugged her best friend. "I'm so sorry Sayaka-chan..."

"I-it's all my fault! I-I broke the contract to save myself and Kyosuke, he..." Sayaka continued to hold onto Madoka and sob. Madoka stroked her friend's head several times gently. It was the only thing she could think to do at the moment.

"It's alright Sayaka-chan, you couldn't have known..."

"I should ha-have, he told me there was a p-price."

Madoka looked down at her friend bewildered and curious. "He who?"

Sayaka looked her in the eye, tears pouring from her eyes and down her face. "R-R-Rumplestiltskin."

"Sayaka-chan..." Madoka was now very afraid for her friend's mental state. Rumplestiltskin was just a fairy tale, there was no way what Sayaka had just said made any sense. Had Kyosuke's death broken her mind? Was she in some kind of delusional state? Either way Madoka didn't know what to do.

"Hey I don't mean to sound rude, but if we stay here we're going to attract unwanted attention. Besides, we need to take her someplace where she can rest."

Madoka stared at Kyoko for a second. "Where should we go?"

"I know a place. Creepy girl invited me over to her apartment tonight anyways to talk about something. It's close by, I'll show you."

Together they helped Sayaka up and started moving toward Homura's apartment. They had to practically drag Sayaka along with them as she seemed incapable of walking on her own. All she seemed capable of doing was crying. They got some odd stares from the few passersby they encountered but no one bothered them. Still it was slow going and it took them the better part of an hour to reach the apartment. When Homura first answered the door she reacted with surprise but upon seeing Sayaka it turned into concern. "Bring her in."

Homura's apartment was fairly spartan, containing the basics for living for the most part. The biggest thing Madoka noticed were all the maps, notes, and graphs placed strategically as if they were some kind of battle plan. She didn't get the chance to read anything due to her need to care for Sayaka whom she layed on one of the small benches layed out around a table. Madoka sat down next to her and held her. She buried her face in Madoka's shoulder and continued to sniffle and cry though it wasn't as bad as it had been. Homura was doing her best to play host, brewing some tea while Kyoko started to help herself to some of the food in the fridge then thought better of it and brought some to Sayaka and Madoka first. When everything was prepared and placed in front of them Homura walked over and locked eyes with Madoka. "Tell me what happened."

Madoka explained everything that had happened over the past day. About her and Kyoko teaming up to find Sayaka and ultimately being called by her. About meeting her at the overpass and Hitomi's call. When she got to the part about Sayaka no longer being a magical girl Homura simply shook her head. "That's impossible."

Kyoko butted in before Madoka could respond. "I'm telling you she's not. Sayaka isn't one of us anymore, I looked myself. She doesn't have a soul gem or a mark. Take a look if you don't believe us.

Homura began to examine Sayaka looking for her soul gem and mark and once she realized it was true her eyes widened a moment before returning to normal. "But that's... how?"

Madoka shook her head. "I don't know. Sayaka-chan was saying something before but it didn't make any sense. Something about breaking the contract and well... something about Rumplestiltskin of all things."

At the sound of the name she felt Sayaka shudder and tightened her hold on her friend. "It's ok Sayaka-chan."

"That does sound absurd. Rumplestiltskin is just a fairy tale."

"Yeah I thought so too." Kyoko shook her head to highlight her disbelief. "Next you'll be telling me the Evil Queen is going to curse us all."

Homura ignored the flippant statement and looked over Sayaka again. The concern was back in her eyes and for once it wasn't directed only at Madoka. Looking close Madoka thought she also saw a hint of relief in Homura's gaze. Gently Homura placed a hand on Sayaka's shoulder. Sayaka turned to look at her. "I'm sorry about what happened. I know it hurts right now but it'll get better with time. Right now though I need your help Sayaka. I need you to tell us what happened. If you can't right now that's alright, I'll wait."

Sayaka tried several times to start before she was able to be coherent enough to be understood. Once she finally did begin the haunted look she'd been sporting since finding out about Kyosuke's death never left her eyes. Worse, it seemed to intensify. She told them about running away from home, seeing Hitomi and Kyosuke together, of wishing she hadn't saved Hitomi, of wandering the city and all the horrible things she had seen, and of finding herself sinking into despair. Madoka noticed Homura was hanging on Sayaka's every word with an intensity that almost frightened her.

Then she got to the part about the man who called himself Rumplestiltskin and burst into a fit of tears. It took her several minutes to calm down with Madoka holding her gently and trying to say whatever she could think of to soothe the girl's troubled mind. When Sayaka finally managed to regain control over herself she continued and everyone leaned in a bit closer. She told them about the things he had revealed, about seeing the witch she was about to become. As Sayaka described the mermaid-like witch Madoka thought she saw a haunted look in Homura's eyes for a moment, as if she were reliving some horrible memory but turned her focus back to Sayaka's tale as she talked about the deal she was given and the price she was told she'd have to pay. She told them about how Rumplestiltskin had mocked love and how he had dismissed her love for Kyosuke and at that point something started to stir in Madoka though she couldn't quite name it. As Sayaka described the pain she went through to become human again the feeling grew yet still Madoka couldn't place it. What ever it was it hung there refusing to go away.

Finally Sayaka ended her tale and looked at Madoka. "Kyubey is evil. You can't make a contract with him Madoka. Promise me you won't! I saw what I'd become and R-Rumplestliltskin said if you became a witch the whole world would suffer."

"I-I don't intend to." She looked at Homura. "Homura-chan what do you think?"

Homura closed her eyes for a moment as she thought about the what they'd all just learned. "I'm not sure if he's telling the whole truth. Rumplestiltskin... it sounds ridiculous. But whatever he is, his power is obviously real. Sayaka would be a witch now if it wasn't..."

Seeing Homura standing there thinking a sudden thought occurred to Madoka. "Homura-chan you can't be thinking...!"

"Thinking what?" Kyoko was absentmindedly chewing on a stick of pocky.

"Thinking about using this Rumplestiltskin's power to free all of us from being magical girls." Homura finished. "I'm not sure, if you have to have your wish cancelled... no, I don't think I would do it."

"But if the alternative is becoming a witch eventually..." Kyoko actually seemed lost in thought for once.

"For some of you it might be an option, but not for me. There's something I still need to do." Homura casually flipped her raven hair and looked at Sayaka. "She needs to go home. Madoka could you and Kyoko...?"

Kyoko looked at Homura confused. "Hey what about what you wanted to talk about?"

"It can wait until tomorrow, right now Sayaka is more important."

Madoka nodded but fixed Homura with a stare. "Before we do there's something I want to ask you Homura-chan."

Homura tilted her head for a moment. "Yes?"

"You told me before you knew about the truth of the soul gems. Did you know the truth about the witches too?"

Homura looked down at the floor and shut her eyes. "Yes."

Madoka's gaze hardened and when Homura opened her eyes to look it was her turn to take a step back for once. Madoka exercised as much control as she could and her voice was completely even when she asked her next question. "Why didn't you tell us?"

Homura sighed and closed her eyes again. "I'm sorry Madoka I wanted to, but every time I tell... anyone about it they either don't believe until it happens right in front of them or..."

"Or...?"

"Or they overreact in some way. Sometimes it's enough to send them straight into despair. Other times they just go mad."

Madoka closed her eyes and thought for a moment before responding. "I... understand, but you should have told us Homura-chan." Homura turned away and held her head down.

"Speaking of which we still need to tall Mami the-"

Homura's hand shot out and grabbed Kyoko's arm so tightly the girl winced. "No, you can't!"

"The hell I can't! I may not like her much but she deserves to know too! Let go of me!" Kyoko glared at Homura and Madoka began to get up to try to pry the two off of each other if necessary.

"Remember what I said, some don't take well to the truth. Mami is one of those that wouldn't trust me."

"Pfft Mami's one of the toughest around I'm sure she can-"

Homura's grip tightened again forcing Kyoko to stop. "I'm telling you, you can't tell her. She's not as strong willed as she seems. Look, I'll tell her, I promise just let me do it away from everyone else just in case. I don't want her hurting anyone if she doesn't react well."

"I..."

"Please!" Homura actually seemed to be pleading. She had a frightened look in her eye and it was directed right at Kyoko. It was the first time Madoka had ever seen anything like that from her. It was enough to unnerve Kyoko into backing down.

"A-alright, fine."

Homura sighed in relief. "Thank you."

Madoka helped Sayaka up and together with Kyoko they left the apartment while Homura prepared to go to bed. None of them had managed to notice Kyubey hiding behind one of the benches who disappeared soundlessly.

* * *

After the girls had left Homura was sitting entirely still, her mind flashing from one idea to the next at breakneck speed. Sayaka Miki was no longer a magical girl, and not because Madoka had used a wish to restore her humanity. This was another completely unexpected change in the timeline and once again something of a mixed blessing. Up until now Homura had thought it impossible to get out of the Incubators' contracts, that to make a contract was to doom yourself and that only the sacrifice of another girl's soul to those little monsters would undo that fate. The appearance of this "Rumplestiltskin" had now proven that wrong and for once Homura was beginning to feel a twinge of something she hadn't felt in years: hope. She wondered for a moment if it was possible to learn this power or if not that then the simple spell that prevented a contract from taking hold.

This new being's presence was also troubling however. Homura had no clue why it hadn't shown up the other timelines. At this point she was fairly certain she wasn't exactly jumping from the present to past but rather transporting to some kind of alternate world each time she "went back", but even then she would have thought this being would have showed up sooner rather than later. Maybe as went through more "time loops" the worlds became more bizarre and disjointed from her original timeline? In any event Rumplestiltskin's appearance explained another crucial bit of information: Why the Incubator had been so preoccupied these last several weeks. Any creature that could break a contract would be an immediate and serious threat to the Incubators' schemes. That Kyubey had been fixated on this creature for so long also told Homura that it hadn't found a good way of dealing with the threat yet which could either be a boon or...

Homura thought about what Sayaka had been through. This Rumplestiltskin was clearly one twisted being, almost akin to the demons she had been told about in all those old stories long ago. Unlike Kyubey it didn't bother to hide its evil and took a sadistic pleasure in causing others suffering. Also unlike the Incubator it clearly had a full understanding of human emotions and Homura had to admit that this fact made it potentially far more dangerous than Kyubey. With the Incubator she could count on knowing what it wanted and be able to predict how it would try to go about getting it. The Incubator was of course limited in its understanding of human behavior and emotions and that limited its actions. With this Rumplestiltskin however she knew nothing and could predict nothing. What was this being's intentions? They couldn't be good from what Homura had seen. It had saved Sayaka Miki yes, but it had also psychologically manipulated and tortured her to get her to agree to its deal. Would it contact the other magical girls in the city? Was it trying to get them out of the way so they wouldn't be a threat to its plans? If so, why the deals, wouldn't it be simpler to just kill them all? It had to be collecting the corruption from the soul gem for a reason but Homura couldn't begin to think what that could be. She'd have to make some plans to deal with this thing if it ever threatened Madoka, but how to come up with a strategy against an unknown enemy whose powers probably dwarfed her own?

Homura shook her head and continued to think. It wouldn't be until the early hours of the morning that she would finally try to get some sleep...

* * *

Sayaka's parents were relieved to see their daughter and Madoka couldn't help but smile as her friend threw herself into their arms crying all the while. After a brief bit of questioning which Kyoko and Madoka were able to skirt without lieing too badly they were now walking together towards Madoka's house.

"I wonder what creepy girl wanted to talk to me about." Kyoko was again chewing a stick of pocky.

"I don't know, but Homura-chan said it could wait so hopefully it isn't too bad." Madoka tried to smile reassuringly but got the feeling she didn't quite succeed.

"I hope so too but I've got this funny feeling..."

Madoka felt the need to change the subject after learning so much bad news. "Kyoko-chan, I want to thank you for helping me look for Sayaka."

"Oh uh that? You're welcome. Besides it was sort of my fault Sayaka ended up the way she did. I guess we're both pigheaded like that." Madoka simply smiled and nodded. "Still this has been one heck of a week. Magical girls become witches, damn."

Madoka looked down and frowned. "I'm glad Sayaka-chan was saved from that but what she went through..."

"Meh the way I see it being a witch would be much worse. Imagine if she had changed. Would we be able to reach her somehow or would we have to-" Madoka cut off Kyoko before she could finish by holding up her hand.

"I know. I-I don't want to think about that. I don't know what I would do if I were in that... situation."

"Yeah I know, it creeps me out. Having to fight Sayaka as a witch... I've destroyed so many witches. Most of them were familiars that managed to evolve but some of them had to have been like... like me once." At this Kyoko bowed her head. "I've done some pretty rotten things all in the name of survival. I used to think that was all that mattered but now..."

"Now you don't have to be alone Kyoko-chan."

Kyoko got an uneasy look on her face but Madoka knew the girl appreciated the gesture on some level. "Uh, right... Look it's about time I headed off to bed. I'll see you tomorrow, maybe."

"Take care." And with that Kyoko was off.

Madoka continued toward her house. It was almost midnight, her parents would be very worried. She'd forgotten to call them and her mother had warned her about setting a curfew if she came in late without telling them where she was, but Madoka was sure they'd understand after she told them about finding Sayaka though. Sayaka... the thought of her brought up that feeling again and her thoughts turned to what her friend had been through. The feeling was burning through her and for a moment she thought it was anger but... something was off. That word didn't feel quite right. For Sayaka to have to go through all that misery because of Kyubey and then Rumplestiltskin. To be fooled with like that. Madoka just couldn't let it go. Sayaka hadn't deserved any of it and Madoka just wanted to cry or scream or... just do something! But she was just human, it wasn't as though she could do anything to beings like Kyubey and Rumplestiltskin and right now she had no intentions of ever becoming a magical girl either. She'd never really been good at standing up for herself, that had always been Sayaka. Even when they were younger and they first met it was Sayaka always protecting her. For once she wanted to be the one to protect Sayaka. To stand up for her. Madoka's mind drifted back to the pain Sayaka had gone through to become human again. Not just the physical pain of being changed but the emotional pain of losing Kyosuke. She thought of the being responsible and once again the feeling in her heart surged. "Rumplestiltskin huh?"

"What do you want dearie?" The voice seemed... amused and yet there was also something wrong with it.

Madoka started and turned around to face the voice. Not three feet from her was the being Sayaka had described with his scaly golden flesh and twisted, rotten smile. His golden eyes regarded her evenly. At first a shock of fear started to run through her but the feeling that had been growing in her heart killed it almost immediately as she finally understood what it was. It wasn't anger but rather righteous indignation. This being had hurt her friend and she knew he had to be stopped. That conviction she'd felt when dealing with Kyoko earlier began to course through her and mingle with this new feeling. "You..."

"Me." The being calling itself Rumplestiltskin continued to regard her, this time with bemusement.

"Why did you do that to Sayaka-chan!? Why did you put her through that!? Why did you kill Kamijou-kun!?" The fury within her was unleashed and Madoka did nothing to restrain it.

"To get what I wanted, though I didn't kill the boy." Rumplestiltskin's smile grew wider.

"You broke the contract and that's why Kamijou-kun..."

"I broke the contract because that was the price of the magic needed to save your friend in a deal she agreed to. As was the pain she went through in order to undo the changes Kyubey made to her body. Kyubey used the darkest of magic to change her into a magical girl. Dark magic isn't meant to feel pleasant after all, and undoing dark magic can feel even worse. But what the boy did afterwards was his own choice, not mine." Rumplestiltskin moved closer to Madoka.

"You still convinced Sayaka-chan to hurt Kamijou-kun! I should slap you, or do... something!" Madoka's hand was actually clenched into a fist. Rumplestiltskin however merely laughed.

"Tell me dearie, is your friend human again, was she saved from becoming a witch?"

"Yes." Madoka's response was mostly flat but with an annoyed edge to it.

"And is she no longer a magical girl, and do you now know the secret of what that creature wanted to do to you? It seems that instead of a slap in the face I deserve a thank you."

The fury pulsed in Madoka. "You don't deserve anything but disgust."

Rumplestiltskin chuckled. "I've been looking forward to meeting you for a long time. I have to say I am impressed. You're not afraid of me, that's quite foolish of you but also... brave. Just the thing I would expect from a savior."

The comment broke Madoka's indignation for a moment. "I-I'm not a savior."

"Of course you are dearie, you just never realized it. Do you know why you and the others were chosen by Kyubey? Why only certain girls can see that creature?"

"W-we had magical potential."

Rumplestiltskin snickered. "No... The truth is that Kyubey can only be seen by girls burdened by a tragic destiny. One that could drive them into despair. It is the tragedy of that fate along with a girl's hope which empowers her wish. Take your friend Sayaka for instance. Her fate was to suffer heartbreak and lose the boy she loved one way or another. When the contract was broken fate took its normal course."

This actually caused Madoka to stop and think for a moment. Mami, Sayaka, Kyoko, Homura, and herself all had tragic destinies? They were all meant to go through some kind of terrible pain? She would handle whatever suffering was required on her part, but for her friends to suffer as well? That was something she didn't want to accept. She thought back for a moment about the other magical girls and their situations. Mami had lost her parents while Kyoko was clearly alone. And Homura, well Madoka still wasn't sure about Homura, but it was at least possible. And then Sayaka... the idea that Sayaka was meant to suffer, that she was meant to lose Kyosuke. That Sayaka's first love was fated to bring her great pain all along disturbed Madoka. She just couldn't believe something so outrageous. "No, you're lying!"

"I have no reason to lie about this. And your fate is particularly nasty if left to run its course. Do you know what is coming?"

Madoka stood motionless. "I..."

"There is a powerful witch coming to this city. The people of your world call it Walpurgis Nacht, Witch's Night, and you dearie are the savior meant to confront it. It will kill thousands of people unless it is stopped and you are the one to do it." Rumplestiltskin was pointing at her now and that twisted smile was still on his face.

"I-I... how could that be true?"

"Oh I don't blame you for not knowing dearie. It's understandable that you don't think it possible. Up until now you thought yourself just a nobody, some silly, ordinary girl. But you are its antithesis, the savior meant to bring about its ruin. The one to bring hope." Rumplestiltskin's voice was even and Madoka didn't think he was actually lieing now.

"H-how am I supposed to do that?" Despite how right it sounded the thought was still ludicrous. She had no special talents to call her own. Her against some super powerful witch that only she could defeat? She wasn't some kind of hero of legend.

"That's the rub dearie! Fate isn't in total control. You see you're fated to confront and stop this Walpurgis Nacht but how you do it and what happens to you afterward is up in the air... and that's where I can help you. You see normally you would make a contract with Kyubey and fight this creature and then you would either die or become an even more monstrous witch that would then threaten all life on this planet. But I can give you the knowledge and power to defeat this creature without risking your soul or your life. All you need to do is..."

"Make a deal with you." The fury was building again in Madoka's heart.

"Exactly! You see Madoka contracts, _deals_ , they're the basis of all human civilization. With the right deal that which seems impossible can be attained! And the one I can offer you will help put an end to your problems with those creatures. You can escape the noose that's being wrapped around your young neck and live a proper, full life. All you need do is pay my price and I will help you live. And because I'm feeling generous I can help all of your friends live too. You can all live and be together, just like you want."

Madoka's gaze tightened. "And what do you get out of it?"

"My price is simple, you allow me to cast a spell on y-"

"No, I mean what do you get out of it? You wanted the corruption in Sayaka's soul gem and you can't be planning anything good with it. This spell you want to cast, what would it do for you?" Madoka glared at Rumplestiltskin now and moved toward him. He however remained unfazed.

"It's not about what I get, it's what it does for you."

"No, it's always about what you get isn't it? You use people to get what you want and discard them afterwards."

Rumplestiltskin simply shrugged. "Maybe so dearie but I'm still the only one who can save you and your friends."

"No." Madoka was actually fully glaring at him now.

Rumplestiltskin had that bemused look on his face again. "Oh? No? No what?"

"No deal. If I have to die fighting this witch then that's what I'll do. I won't make a deal with you to save my own life, not after what you did to Sayaka-chan." The fury was reaching a feverish pitch inside Madoka now. It didn't matter what this creature said or did, she wouldn't give in.

Rumplestiltskin chuckled again. "My how heroic. How... foolish. Regardless of whether you die or become a witch your friends will suffer because of it. Especially that girl Homura."

"You won't do anything to Homura-chan, I won't let-"

"Oh it won't be me. I have nothing against the girl. In fact she's been quite helpful to me without even realizing it. Rather it'll be what she does to herself. I must admit it took me some time to figure out what was going on with her, but after seeing how she knew things she couldn't it became fairly obvious. She thinks she's some kind of time traveler. Magic can do much, but not that. In reality she's been jumping from one parallel world to another, one which is a little over a month back in the timeline. She relives the same time period and sees the same deaths, especially yours, over and over, all in a vain effort to save you. She keeps trying to prevent you from making that contract without understanding how to set things up so you don't need it to fulfill your destiny." Rumplestiltskin cackled again and Madoka just continued to glare at him.

"That can't be true."

"Oh but it is dearie. Why do you think she knew so much about the soul gems?"

"She saw it before."

"Yes, but where? And how does she know how people will react so well? She's seen it all before. And that broken demeanor of hers. How do you think that came about?"

"Broken? Homura-chan isn't broken." Madoka had considered Homura to be cold and closed off to most people yes, but not necessarily broken. She was able to function after all and even open up to Madoka herself, so surely Homura wasn't as bad off as this monster was claiming. And yet Rumplestiltskin's twisted smile said otherwise.

"Is that so? You've seen how cold she acts. She's cut herself off from her emotions. Normally that sort of thing happens when you steal a person's heart but that can't be true can it? Otherwise she wouldn't be a magical girl. You friend told you what happened didn't she, how her soul gem became a heart?"

"Yes, and what you did with it and what that did to her." Madoka's gaze hardened further.

"A person's heart and soul have a connection dearie, but Kyubey takes them both and twists it. The heart becomes the prison of the soul, the soul gem itself, connected closer to the body than it should be, bent toward despair, and meant to amplify the emotion such as to corrupt the soul within and turn it into a witch. So you see you can't become a magical girl if your heart has been taken. So how is it that Homura has become so detached hmmm? That sort of thing only happens when you've seen so much pain, years worth in fact, that the very act of feeling is painful. You shut everything out just to be able to keep on going. That girl killed a part of herself to survive, to keep herself from falling into despair." Rumplestiltskin flashed Madoka a sickening smile.

Madoka shook her head furiously. "Even if what you're saying is true that doesn't change my decision."

"Well suit yourself dearie, but know this: You can't stop that monster without coming to me or Kyubey. You know what Kyubey will do to you, but at least with me you and your friends would live if you made it part of our deal. You have my word on that, Rumplestiltskin _never_ _breaks a deal_. All you need do is call my name when you're ready and I'll find you." With one last cackle Rumplestiltskin disappeared in a plume of black smoke.

Madoka let out a large sigh and began to shudder as all the strength she'd been channeling ebbed away all at once. She was once again the timid girl she was used to being. That thing that had appeared to her, there was something truly evil about it of that she had no doubt. It had exuded an aura of wrongness, some cloying sickness. To think that thing had violated Sayaka, inflicted pain on her, it was almost too much for Madoka to think about right now. No good could come from dealing with him and yet he was right about one thing: If this Walpurgis Nacht did show up and she was supposed to face it she couldn't think of any way to win other than to go to either him or Kyubey. But what choice should she make?

Then there was what he'd said about Homura. For all that he had definitely been trying to goad her into a deal, looking back on it now he didn't seem to be lying. Her mind kept going back to that haunted look she'd seen in Homura's eyes tonight in her apartment and the way she had practically begged Kyoko not to tell Mami the truth about the witches. It did seem odd, as if she knew exactly how Mami would react to that information and as much as it sickened her, that gave credence to what Rumplestiltskin had told her. If he wasn't lying that meant that Homura had been going through some kind of personal hell for years, all for her sake. Why though, had they been friends before in these other worlds? Madoka liked to think so, it would make sense. She decided she would ask Homura directly the next time they met. And if it was true... "Homura-chan, what have you been through?"

Madoka began walking back to her house as Kyubey stepped out from behind a bush, its eyes fixed on her back.

* * *

Madoka was laying in her bed unable to sleep. The events of the day kept replaying in her mind, making any hope of sleep impossible until she was able to make sense of it all. Silently, Kyubey appeared and began to send its thoughts to her. 'Madoka.'

Kyubey was the last being in the universe Madoka wanted to talk to right now. And yet Madoka knew there was very little she could do to stop him. "Kyubey... Go away, I don't want to talk to you right now."

'I saw you talking with Rumplestiltskin.'

Madoka turned to look at Kyubey. "You knew about him?"

'He's been interfering with our plans since before we met.'

"Your plans? You mean how you want all of us to become witches?" Madoka was too tired to do much of anything but hug her knees and wait for Kyubey's response.

'Please don't think too ill of us. We Incubators have no malicious intent to harm humanity. In fact we have no emotions at all. We wouldn't being doing this if it wasn't the most efficient way to complete our goals.' Kyubey tilted its head as it regarded Madoka.

"And what are those?"

'Do you know what entropy is Madoka?'

"No." Madoka had never been very book smart. At best she understood it had something to do with science which coincidentally was one of her worst subjects in school.

'Let me give you an example. If you burn a tree the amount of energy released is less than what went into creating the tree in the first place. As a result some energy is lost. That is entropy. It's a basic consequence of the laws of thermodynamics. If all of the energy in the universe depletes, life will become impossible. It is the job of us Incubators to counter entropy in order to ensure the universe survives.'

"Wouldn't that take billions or trillions of years?"

'There are many more intelligent species out there beyond you and us. They are using up energy at an astronomical rate. The end will come much sooner than you think unless we counter it.'

"How could turning magical girls into witches ever fit into that?"

Kyubey jumped on the bed and stared at Madoka with its beady, red eyes. 'For a long time we tried to find a way to overcome entropy. Something that didn't follow the laws of thermodynamics. We stumbled upon the power of the magical girls and discovered that emotions could be converted to energy. We then searched for a race whose emotions were sufficient to justify harvesting. We discovered you humans when you were still ekeing out an existence in caves. Your emotions were more than sufficient and we discovered that the most energy was released by young girls in the second stage of their life right as they transition from hope to despair. Turning into a witch is a side effect of using the soul gems for the purpose of gathering this energy.'

The fire in Madoka's heart before lit again briefly and she glared at Kyubey. "And that's how you justify corrupting us and turning us into monsters!? Treating us as disposable goods!? How many girls have you destroyed throughout the years!?"

'I don't understand why you humans place such a value on an individual life or a small amount thereof. There are over 10 billion humans on your planet right now with an immense reproductive rate. Your planet is quickly getting to the point where it can't handle the population explosion. Yes, we have been harvesting millions of girls up to this point but it in no way has slowed down your species' continued population growth.'

The fire was gone again and Madoka resumed her previous gloomy reflection. "That's not the point, and if you can't understand why a single life can have value then I see you are our enemy."

'Ours is a symbiotic relationship Madoka. One that is of mutual benefit. The Incubators have been guiding humanity for years helping it to advance. Let me show you.'

Madoka saw a series of images fly through her mind. Different magical girls in different times fighting their battles. Some of them she recognized from history, but most were complete unknowns. All of them eventually fell to despair or death and Madoka couldn't help but be horrified by all the pain she was seeing. Their dreams were all twisted and snuffed out and their souls defiled all to further the Incubators' goal.

'Throughout human history girls have made wishes and that has helped to advance your species. The current life style you enjoy today is because of the sacrifices of the magical girls.'

Madoka shook her head. "Still, that doesn't justify what you've done. If we had never met you Incubators..."

'You would likely still be living in caves.'

"That's not true. Rumplestiltskin claims to be from a different world and I doubt your species is there. He didn't seem to be a caveman."

Kyubey simply shook his head. 'But you have no way of verifying that.'

"All those girls, you betrayed all of them."

'We did not betray them, their own wishes did. To make a wish work requires a great deal of energy and that wish makes its mark on reality. That energy has to come from the one wishing, their hope, and with it comes an equal amount of despair that the one wishing must bear. It always breaks them because in part they never wish for what they truly want. From that perspective it would make the most sense never to wish for anything.'

Kyubey lept up to Madoka's open window. 'I had hoped to explain things to you so you would understand but I see that will not happen.'

"Wait, I have one more question."

'Yes?'

"Is it true what Rumplestiltskin said, do you choose us because we all have some kind of tragic fate?"

'Yes, those who suffer great tragedy are the most likely to fall into despair.'

Madoka's head sunk into her knees again. "Then I will have to fight that witch..."

'Yes, Walpurgis Nacht is coming and soon. Someday you will become the greatest magical girl that ever lived and then you will become the vilest witch to ever exist and our quota of energy will finally be filled.'

"And then all of humanity will die." Madoka couldn't help but imagine all the pain she would cause as a witch. The number of lives devastated by her twisted soul as it ravaged the planet. She would kill everyone: her friends, her family, and everyone else all while she was caught in a neverending nightmare of self torment. The horror of the images that flew through her mind as she imagined all those deaths was almost enough to overwhelm her and she began rocking back and forth on the bed while tears threatened to fall from her eyes.

'If you are not stopped yes.'

"If this Walpurgis Nacht is so powerful and only I can defeat it, if I become an even more powerful witch how could anyone stop me?" Madoka closed her eyes deep in thought while Kyubey said nothing. "And what will you do once you have your energy?"

'We will leave this planet.'

"So you're lieing then."

Kyubey tilted its head. 'Lieing how Madoka?'

"You will just abandon the Earth to be killed by me if I become a witch. This isn't about some mutually beneficial relationship, it's about saving yourselves. You turned all those girls into monsters simply because it was efficient and don't tell me you couldn't have found another way. You're just as evil as he is."

'Who?'

"Rumplestiltskin."

For once Kyubey didn't seem to have a counter and so it jumped out the window while Madoka sat there trying to understand everything she now knew.

* * *

Kyubey began to go over everything it had recently learned. It seemed that losing Sayaka had been a boon in disguise. She may not have realized it but that girl may have stumbled onto Rumplestiltskin's weakness. That dagger, the one with his name on it. It seemed to Kyubey to be very similar to a soul gem. If it was destroyed would he die too? And if not then maybe... Then there was what the creature itself had revealed to Madoka, the answer to another puzzle, one Kyubey hadn't been able to devote any time to thanks to the creature's interference: Homura Akemi. A girl that the hive mind couldn't remember contracting. Her existence now made sense to the Incubator. It knew exactly what type of powers she'd have to have to pull that trick off. She was a time manipulator, able to lock onto a world whose timeline fit when she wanted to go and then through a bit of timespace manipulation overwriting the existence of the Homura from that world with herself. A rare power indeed and very useful for what Kyubey was planning next.

Rumplestiltskin had finally gone too far and contacted the asset. And while she hadn't made a deal with him, he had imparted enough knowledge to severely damage the chances of Madoka making a contract. She knew things she shouldn't and worse, he'd managed to spark her confidence much faster than it should have been. Kyubey couldn't help but think that this was exactly what the creature wanted. Regardless it was time to eliminate the threat but to do it Kyubey would need to co-opt one of the magical girls. Someone who wouldn't flinch at murdering the creature or doubt her purpose in any way. It would be difficult to convince the one it had in mind, but that confrontation between Madoka and Rumplestiltskin would serve Kyubey well in that regard. Besides it needed her to know it was on to her now. Best of all this action didn't violate the rules in any way. Kyubey might not be able to directly set up confrontations between magical girls but doing so between a magical girl and some outside influence was perfectly fine. It was time to engage the time manipulator...

* * *

 _Author's Notes: So here we are at the end of chapter 5 and let's face it, you can't have a Madoka fanfic without focusing on her to some extent. There's a reason she's the title character and quite frankly a great character to work with though I'll be getting into a lot of that which will be in her character study story. For now the things to understand about her are that she's a lot stronger and far more observant than many people give her credit for. After all she was able to make a wish in the end that gamed the magical girl system in such a way as to pit it against itself and become a concept as a result. She may not be book smart, but she notices things and her heart is always in the right place. She is very much the savior archetype._

 _Speaking of which yes, a lot of that exchange between her and Rumplestiltskin mirrors how he and Emma Swan interact throughout Once, particularly the first two seasons. Emma and Madoka have a lot of little traits in common including the ability to dig their heels in and not give any quarter when pushed though Madoka is usually much more shy than Emma who uses that brick wall approach as her default mode when dealing with people she doesn't like and even many she does. I like to think that Madoka might have ended up being a gentler, more open version of Emma had she been allowed to grow up._

 _Then there's the conversation she has with Kyubey. It's a pivotal point in the series where we find out what the Incubators are and why they're doing what they're doing. Unfortunately it's also one of the things I greatly dislike about Madoka Magica. I talked before about how I think their reason for doing all of this is complete crap and while yes, Kyubey does have a counter to someone bringing up the simple fact that heat death would take an insanely long time, it still came across as forced writing to me. It was basically the writer kicking physics in the balls to justify his silly reasoning because he couldn't come up with a more reasonable explanation for his antagonist that didn't completely throw Kyubey into villain territory. Which ended up being pointless anyways given some of things Kyubey does later. Yes, I'm complaining about something not making sense in a magical girl show but there are lines you generally don't cross even in fantasy because doing so tends to stretch believability too far. I put in a few things that allowed Madoka to actually knock Kyubey down a peg while also keeping up the whole compare/contrast between him and Rumplestiltskin. In particular the part where she outs him on abandoning earth when all is said in done. They may have been trying to set up Kyubey as ambiguous rather than evil but that single act of "Screw you, got mine. Later suckers!" in one of the timelines was so far past the villain threshold for me that it made everything they had done with him up to that point moot. It was that act which cemented to me that the Incubators were evil. And it only got worse with Rebellion. There's a reason why a lot of the PMMM side material such as many of the mangas don't bother to portray Kyubey as ambiguous and rather go for straight up demonic instead._

 _Speaking of the whole duelling villains thing, there has to come a point in such a situation when the balance between the two villains has to shift in some way, otherwise the dynamic just doesn't work. You have to think that either of the villains could come out on top and keep people guessing as to which one will either by having the one villain who's dominated for the most part start to lose ground or by having the two evenly balanced villains start to go out of alignment with one becoming ascendant over the other. Here we see Rumplestiltskin's seemingly unassailable ability to lord it over Kyubey start to falter. Kyubey isn't stupid and the Incubators are nothing if not ruthlessly efficient. I'll get more into this in the next chapter._

 _The one thing I will admit is that this is a very talky chapter and basically involves Rumple and Kyubey info dumping Madoka while trying to convince her to choose one or the other to side with. Then again that did happen in the series with Kyubey at least so eh._

 _Now as for the Homura character study the big thing I was trying to go for without pointing it out directly in the story is that while Homura is coldly efficient in her own way to the point of not trying to save the others to focus on Madoka if she was given a route or some tangible hope of saving them all she wouldn't just dismiss it. The truth is Homura doesn't want to sacrifice anyone, she just thinks it's necessary. She doesn't want her friends to die, it's always painful when it happens even when it doesn't seem to affect her. Consider her reaction when Mami dies in the series, there's actual concern there. No matter how hard she tries to shield herself those deaths always get to her in some way, chipping away at her little by little._

 _Now for musical choices there's one that really helped me with this one and that's "Sis Puella Magica!" which is Kyubey's theme in the series (I didn't know the name of it when I mentioned it in chapter 3 so here it is). You can find a decent violin/piano version on Itunes and the version from the series can easily be found on Youtube._

 _The Once title capture for this chapter is Madoka's silhouette walking away while Rumplestiltskin's appears behind her. The title of the next chapter is "What Homura Loves Most". Hopefully I'll get it done soon. It's going to be one of the more involved chapters similar to chapter 3._

 _Update: Added some more musings from Madoka at various points and cleaned up some errors. I also added a new bit involving Homura's musings on Rumplestiltskin to kind of close the gap on her thoughts about the timeline differences in previous chapters._


	6. Chapter 6

Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

Chapter 6: What Homura Loves Most

* * *

"So let me get this straight." Kyoko began pointing at the various pictures around Momura's apartment. "There's this super powerful witch that's going to level the city in about a week's time and you, Mami, and I are the only ones able to stop it?"

Homura nodded. "Yes, Walpurgis Nacht the Dreadnought Witch is coming. It has no need of a labyrinth, simply manifesting will kill thousands. And if it isn't stopped Mitakihara will be destroyed."

Kyoko sighed and put her arms behind her head. "You know this isn't even my city. Why should I risk myself to protect it?"

Homura raised an eyebrow. "So you would run away just because a hard to fight witch appeared?"

Kyoko bristled. "Hey watch it, creepy girl! If you're just going to insult me I'll leave!"

Homura ignored Kyoko's threat and drilled the redhead with her stare. "The fact is you have people here you want to protect, just like Mami and myself."

Kyoko growled for a moment. "Don't act like you know me!"

"You've become friends with Sayaka and Madoka have you not?"

It was true. Although Sayaka and Kyoko were polar opposites in beliefs and actions the last two days had lead to a profound change in their relationship. Sayaka's continued depression over Kyoksuke's death had driven Kyoko to begin to open up to the blue haired girl in a bizarre attempt to cheer her up. It had partly been driven by guilt over what Kyoko had been pushing Sayaka toward but there had also been a kinship growing between the two girls. Despite their differences there were also a number of similarities between the two and this was leading them to develop an odd kind of almost sisterly bond wherein rather than getting in each other's way they actually began to complement each other. Madoka was also helping in this regard and as such Kyoko had begun opening up to her as well though not nearly as fast as with Sayaka. Still Madoka was one more friend Kyoko desperately needed whether she wanted to acknowledge it or not. This sort of thing had happened in many of the other timelines though always it had ended tragically usually with Sayaka's and Kyoko's deaths. For once things seemed to be working out which was a huge relief to Homura who had been given yet more time to prepare for the arrival of her ultimate adversary.

"Damn it how do you know so much?" Kyoko was still as brusque as ever though.

"Madoka is quite talkative, especially when it comes to her friends. That's just how she is, she likes having everyone getting along."

"Tch, fine. I'll help you take out this big, bad witch. And then I'll take its grief seed as my trophy before leaving this dump of a city." Kyoko sported a sour leer on her face though Homura knew it was mostly feigned. Kyoko had been rearing to fight the witch the moment its existence had been mentioned if only to prove her superiority. "By the way have you told Mami yet?"

Homura closed her eyes and gave her raven hair a flip. "I plan to do that today as a matter of fact. Remember what I said though, stay away until I've made sure she isn't going to kill anyone."

"I still say you're being overly cautious but whatever. Much as I hate to admit it having Mami with us will definitely make taking that thing on easier. Well let me know the plan when you've come up with it."

Homura nodded and let Kyoko out. As she closed the door she heard Kyubey's voice in her head. 'Time manipulator Homura Akemi.'

Homura froze for a moment in shock. Yes, Kyubey usually figured out who and what she was sooner or later but usually only through her revealing her powers to it which she hadn't done up to this point. Kyubey hadn't even been paying much attention to her this time so how did it know about her abilities? She quickly composed herself and turned to see the Incubator standing there, its unchanging expression mocking her. "What do you want Incubator?"

'We have something to discuss, specifically an action I would like you to undertake.'

Homura fixed the Incubator with a cold, hard glare even though she knew it would do little good. It couldn't feel emotions anyways. "Why the hell would I do anything for you?"

'Because it furthers your goal of protecting Madoka Kaname.' Kyubey padded over to one of benches in Homura's apartment and jumped on it then turned to face Homura again. 'Rumplestiltskin contacted Madoka last night. Fortunately she did not agree to his deal.'

"Rumple... wait you've known about him!? For how long!?"

'Longer than you've been in this timeline.'

Anger began to course through Homura and she had to fight to keep herself from pulling out a gun and shooting the Incubator right then and there. "And of course you never told us. You didn't want us to know there was someone out there that could reverse what you did to us."

'I had no idea he could nullify a contract until he did it to Sayaka. I was just as surprised as you were.' Kyubey swayed from side to side still continuing to stare at Homura all the while.

"So you were spying on us then?"

'Yes and Sayaka may have provided a crucial piece of information that can lead to that creature's destruction.'

Homura snorted derisively. "And why would I destroy the one being that can undo your hellish little trap Incubator?"

'Because he is a threat to Madoka Kaname. He left peacefully last night but I doubt any further encounters will end with such a lack of conflict. He will likely kill her if his offer is rejected again. That would work against both of our goals so we are natural allies in this situation.'

Homura grimaced and her next words came through gritted teeth. "Let's make one thing very clear: We are never allies Incubator. If I had the means I would kill all of you without a second thought."

'That is a pointless threat as you have no such means. Nor does it pertain to the matter at hand. Will you assist me in destroying Rumplestiltskin?'

Homura's face took on an more severe expression than before. She hated when the Incubator was able to do things like this. When it could push someone into a corner so they would do exactly what it wanted. Kyubey would simply wreak chaos such that it suited the Incubator's twisted goals and force someone else to pay the price. She had been in that position several times and now she was in it again. "Tch, what did you have in mind?"

'Do you remember Sayaka's story about a dagger?'

"The one with his name on it?"

'Yes. We researched some of your human lore on magic and similar things have appeared at times. Such objects are usually talismans of some sort connected to the being they name and often the source of their power and destruction.'

Homura took a moment to think for a bit. "Are you thinking it's like our soul gems?"

'Yes, I believe if the dagger can be destroyed it will also eradicate Rumplestiltskin or at least deprive him of his power.'

"You're making an awfully big assumption. What if that's not true?"

'I have a few other ideas about how to handle that situation if it comes up.'

Homura took a step toward Kyubey. "And?"

'I prefer to keep them to myself for now.'

Homura felt the intense urge to punt the Incubator across the room. First it forces her into helping it deal with its enemy, a being that Homura was fairly certain she didn't want to fight unless she absolutely had to and hitherto had been preparing for said fight only as a countermeasure, and now it wasn't sharing all of its plans as usual. She fought the urge down and turned toward the door. "Fine, I'll do it, but I have some thing else to do first."

'Very well. When you're ready pick a deserted place to be the battlefield and summon him by calling his name. I believe he won't be able to resist coming to you.'

Sighing, Homura opened the door and walked out.

* * *

Rumplestiltskin cancelled the scrying magic he had placed on the pond and cackled evilly. So the Incubator thought it had figured out his weakness? He had to give it some respect for coming close but it wasn't close enough. Still, he intended to go along, at least up to a point. As for the Incubator itself it wouldn't join the fight. The creature was in no way fit for combat and would prove to be a small threat. Still, as amusing as the creature was being, Rumple was growing tired of it. It wouldn't be long before Rumple gave his little _gift_ to the Incubators, and once that was done they would wish that they had never come to this earth. But for now he would wait and make them think they were winning. And once they thought they couldn't lose... Rumple let out another chuckle and teleported away.

* * *

Homura was standing in Mami's apartment while the girl began fetching tea cups. She had asked to meet Mami to discuss an matter of utmost importance to Mitakihara's safety. She wasn't lying of course, Mami needed to know about Walpurgis Nacht too. But Homura's real reason for this meeting was far more dangerous hence the location. She wanted Mami in a place where she felt comfortable and would be less likely to try to kill Homura once the truth was revealed. Usually Mami didn't take it well and either tried to kill any of the magical girls around her or herself and Homura wanted to make sure no one else was around to get caught in the crossfire if a fight broke out. Fortunately Homura also had another weapon in her arsenal for dealing with the situation this time, one that she hoped would blunt the blow and keep Mami sane.

Mami placed the cups on the table and motioned for Homura to sit down and once she had did likewise across from her. "Ok, you wished to talk so what was it you wanted to talk about?"

Homura held her head down and closed her eyes for a moment to gather her thoughts and her courage. It hadn't been easy getting Mami to agree to this meeting as she had serious misgivings about Homura. Homura had in fact tried several times to set it up before Mami relented. Finally, she let out a sigh and began. "Within a week's time a powerful witch called Walpurgis Nacht will attack the city. It is unlike any witch you have ever fought. It doesn't need a labyrinth to entrap people and its power is such that it could destroy a single magical girl easily. I need your help to fight it."

Mami took a careful sip of her tea before responding. "And how do you know this?"

"Because I've fought it before, in another timeline."

Mami cocked her head to the side. "Another timeline."

"Mami, my power is to be able to stop time and after a certain point I can rewind time to a month before. I've been reliving this month countless times trying to beat this witch."

Mami closed her eyes for several minutes before opening them again. "I... see. That would explain some of the abilities I've seen you display. Being able to seemingly appear out of nowhere for instance."

"Yes." Homura looked down at the tea on the table and took a sip.

"You say you've fought this witch many times without being able to defeat it. If you had recruited myself and others in the past how is it that you think we would be a match for it this time?"

"In the past I haven't been able to recruit much of anyone most times. You and I for instance, we don't get along well and the same can be said for the other magical girls."

"Sayaka and Kyoko. Have you spoken to them about this?"

Homura nodded her head then took a breath. It was now or never. "I've spoken to Kyoko yes, but not to Sayaka, because she's no longer a magical girl."

Mami's eyes widened at the news. "What!? How?"

"There's a being here, one that I've never seen in the other timelines I've been in. I don't know why. He claims to be Rumplestiltskin and somehow he was able to break Sayaka's contract with Kyubey and restore her to normal."

"He claims to be a fairy tale character and he was able to break her contract?" Mami was shaking her head in disbelief. "That's crazy."

"Kyoko and I confirmed it ourselves and you're free to do so as well."

Mami closed her eyes again. "I see. And what happened to her wish?"

"It was cancelled as well." Homura had no intention of telling Mami about Kyosuke's death. It would only serve to unnerve her.

Mami sighed and finished her tea. "Very well, I will help fight this witch. Please tell me your-"

"There's something else you need to know Tomoe-san." It was rare for Homura to use honorifics when dealing with the other magical girls, but this time it felt appropriate. "It concerns the truth about the soul gems and the witches."

"What truth would that be Akemi-san?"

"Do you know why they're called soul gems?"

"Well they measure the amount of magical power we have left inside of us right?"

Homura shook her head. "That's not entirely incorrect, but it's not the whole truth either. Tome-san our souls are inside those gems. If they go too far from our bodies they cease to function. Our bodies become useless, dead meat."

Mami began to glare at Homura. "That's ridiculous! I should have known this was some kind of tri-"

Homura's hand shot out and grabbed Mami's. Unlike with Kyoko she didn't try to squeeze Mami's hand but merely held it and for once Homura dropped the mask. This timeline had just been too much. So many of her expectations had been shattered and not necessarily in a bad way. She couldn't stop herself and she couldn't afford to lose Mami now. She had to make a connection with the blonde and any emotional restraint be damned. "It's not a trick I swear to you. It happened to Sayaka. She was going to fight Kyoko on an overpass and Madoka threw her soul gem away. Her body collapsed and she didn't start moving until we put her soul gem back in her hand. I know it's hard to believe and you can talk to Sayaka to confirm it."

Mami regarded Homura for a moment then sighed again. "I would if you had brought her here or Kyoko for that matter."

"I couldn't bring them here, especially not Kyoko."

"Why?"

"Because I'm afraid." It was the first time she had admitted it. For so long she had been convinced that she could only save Madoka. That she had to abandon the others but for once, just once all of them were alive and well now and Homura was afraid, afraid to hope that all of them could be saved. And she was afraid that Mami knowing the truth would tear that dream apart.

"Afraid, of what?" Mami cocked her head again.

"Of what you'll do when you find out the truth." Homura had tears in her eyes now as she remembered the time Mami had killed Kyoko after Sayaka had turned into a witch and how Madoka had to kill her. "Every time you find out you either kill them or you kill yourself."

"Kill... I would never kill any of you!" Mami was taking it as an accusation just as Homura feared she would.

"You would if you thought it was to save us from a worse fate."

"A worse fate? Akemi-san you need to tell me what you mean right now! Stop being evasive!"

Homura took a deep breath knowing she couldn't hold it back anymore. What would happen would be. "Tomoe-san... Mami, do you know what is corrupting our soul gems? It's despair. When we use our powers we trade hope for despair and if we begin to despair on our own the process speeds up. The despair... it twists our souls and when the soul gem is completely darkened it mutates into a grief seed and our souls become witches. That's how witches are initially born into this world."

Mami was stock still for a moment. There was no look of horror on her face but Homura was still tense, ready to change if necessary just in case Mami broke again. Mami just kept looking directly into Homura's eyes with an even gaze. Homura could feel her heart pounding in her chest. The thought 'Please just once, please don't lose it!' kept going through her head ove and over again. Finally after nearly a minute she spoke. "You realize how ridiculous that sounds don't you? You're asking me to believe a lot on blind faith."

"I-I know. I may have seen it happen countless times but you haven't, not in this timeline anyways. Usually it's Sayaka, she can't take the pressure or she simply neglects to cleanse her soul gem and she ends up... I've had to destroy her so many times Mami. Every time she contracts I've had to give her up as dead. And it always hurts Madoka so much. But this time, this one time she's... and Mami there's you too. And Kyoko. I thought I had to give up on you all. I've seen you die so many times... Just once I want to believe that things could come out alright. I've been doing this for years Mami and... and... I know you've always been so lonely but, you're not alone this time. You have Madoka and Sayaka and even Kyoko if you choose to make up with her. And... you have me too for what it's worth. I don't want you killing yourself." The tears were flowing now and Homura couldn't stop them. The mask was broken completely and in it's place was a frightened, pleading girl. Her tears seemed to trigger Mami's motherly instincts. She got up, walked over to Homura, and hugged her.

"Regardless of whether I believe you Akemi-san, you certainly think it's true."

"Mami there's a reason I told you about Rumplestiltskin. I know that you usually end up killing yourself if someone isn't there to stop you but if you get to that point call him instead. I know your wish was to save yourself but a being that powerful should be able to save you after the contract is broken if you make it part of your deal with him. Save yourself and live a normal life. Get away from this horror."

"Akemi-san..."

"There's also something I have to do and I need you to do something for me if you would if I'm gone."

"Gone? What are you talking about Akemi-san?"

Homura pulled out something wrapped in a piece of paper and gave it to Mami. When Mami unfolded the paper the object turned out to be an apartment key. Written on the paper were several notes including an address and some instructions. "Ever since Sayaka mentioned this Rumplestiltskin I knew I might have to confront him at some point. He's gone after Madoka once now and I can't let him try again. I made sure to write down my plans, all of the defenses I've set up for when Walpurgis Nacht comes just in case I don't... Anyways I need you to make sure they get to Kyoko. The two of you are the most experienced magical girls in the city next to me, the only ones that can fight that monster. And make absolutely sure Madoka doesn't make a contract with Kyubey."

Mami looked at Homura suspiciously. "Akemi-San you asking me to make a deal with this Rumplestiltskin and now giving me this... you don't expect to live through this do you?"

"It's hard to believe I would given what Sayaka described. Anything capable of breaking a contract would have to be absurdly powerful. It doesn't matter though, I'll do whatever it takes to protect Madoka. Kyubey has a plan that might work, if it's correct."

"Kyubey... but if what you've been telling me is true he can't be trusted."

"It can't, but I have my own ideas in case the Incubator's plan fails. If I can't beat him then I'll just have to make a deal with him, assuming he'll listen."

Mami shook her head and held onto Homura's shoulders. "Akemi-san you shouldn't be doing this alone, let me come with you."

Homura held her head down. "I wish I could, but I need you alive for when Walpurgis Nacht comes. Kyoko can't beat it alone so I need you to stay here."

"Akemi-san..."

"I have no intentions of giving up. I've faced Walpurgis Nacht countless times and I'll do it countless more, whatever it takes to save Madoka. This guy isn't going to deter me from that, no matter how powerful he is. And if I have to go down it'll be fighting with everything I have." Homura got up and started for the door.

"I understand. And Akemi-san?"

Homura turned to look at the blonde. "Yes?"

"Good luck." Homura nodded, wiped the tears away, and left the apartment. Once she was gone Mami sent out a telepathic call. 'Kyubey.'

'Yes, Mami?' Mami turned toward the "sound" in her head. Kyubey was there in a darkened corner of the room. All she could see was the creature's red eyes shining ominously from the shadows.

Mami wore a nuetral expression but locked her gaze with Kyubey's. "Is what Akemi-san said correct? Tell me the truth."

'Everything she said is true. What will you do now Mami?' The creature Mami had thought was her friend, her confidant, the thing Homura had called an Incubator sat there its expression unchanging.

Mami closed her eyes and thought hard. She had killed many witches in the time since her contract began. How many of them were ascended familiars and how many were former magical girls that had given in to despair? She had no way of knowing. The only comfort she could find is that she may had ended the infinite torment those girls would otherwise face. Mami thought about what she would do next. Homura wasn't wrong, in these circumstances she would normally conclude that death was the better option to becoming a twisted monster forced to curse everything and everyone. But two things kept popping into her head preventing that line of thought from taking hold. The first was this revelation of a being that could break a contract. It provided an option she otherwise wouldn't have known about as frightening as Homura made him sound. The second was Homura herself. Mami had thought her a selfish magical girl concerned only with obtaining grief seeds and now she saw she had been very wrong about Homura Akemi. The horror in that girl's eyes... just how much pain had she endured? And yet still she was willing to push on, unwilling to give up. Her determination was ironclad and Mami had to admit it was also infectious. She couldn't give up either, not when Homura was fighting so hard for her happiness.

Mami did however need to deal with something. "Kyubey."

'Yes?'

Mami fixed a harsh glare on the Incubator. Any normal person, even Homura would have backed away from it, but Kyubey simply awaited her answer. "If I ever see you again, I'll kill you myself. And if you harm my friends anymore I'll make you suffer for it."

'You don't have the means to do either of those things so your threat is pointless Mami. But I know when I'm not wanted.' Kyubey then disappeared.

Mami got up and prepared to go out. She had a job to do.

* * *

Homura walked toward the abandoned factory. It had a large shipping courtyard that used be used for transporting steel throughout Japan. It was the perfect place for a battle, secluded within the old derelict industrial sector where there wouldn't be any bystanders. The police wouldn't care too much if someone managed to report gun fire and she was certain she could get away before they arrived. She reached the courtyard and looked around to make absolutely sure no one else was there then transformed. The courtyard was surrounded by a chain link fence. Passing through the entrance, she looked up at the top of the factory and saw the Incubator standing there, its eyes glowing in the blackness. 'Kyubey, you better be right about this.'

'There is only one way to find out.'

She let out a huge sigh then called out. "Rumplestiltskin!"

She saw a plume of black smoke appear from the opposite end of the courtyard and when it cleared she saw the man Sayaka had described. He had a twisted little smirk on his face and in his hand was the dagger. It looked exactly as Sayaka had to explained to them with its intricate markings and Rumplstiltskin's name emblazoned on the blade in black english letters. "What do you want dearie?"

Homura didn't hesitate, she immediately stopped time, pulled out two pistols and unloaded a barrage at the dagger. When time started again the bullets slammed into the blade knocking it from Rumplestiltskin's hand and causing it to land several feet away. Homura had hoped the bulletes would have been enough to break the blade but no, that would be asking for too much. Homura stopped time once more and ran up to the dagger aiming a barrage at near point blank range.

Time started once again and the bullets struck their mark. This time Homura noticed a crack running along blade. One more good blow should break it. She brought her foot down on the dagger with all of her might and felt satisfaction course through her as the blade broke in half. She turned to see Rumplestiltskin standing there, that same irritating smirk on his face. He gave a little evil laugh and disappeared in another plume of black smoke. Homura looked around while cursing at herself. Kyubey's plan had failed. Clearly the dagger wasn't like a soul gem or Rumplestiltskin would be dead now. And now she had to figure out a way to keep fighting or at least keep him from killing her long enough to try to convince him to make a deal with her.

She saw him appear some fifteen or so feet away. A fireball appeared in his hands and with a snicker he launched it at her. Homura stopped time once again and moved out of the way but when she turned and looked at where Rumplestiltskin should be standing he was gone. Panic began to surge through Homura as she frantically looked around for him. She had stopped time for everyone but herself. Unless she touched him he shouldn't have been able to move. She was certain he had been there when she'd activated her power so how could he...? Her thoughts were interrupted when she heard his voice behind her. "Stopping time is quite the useful little trick isn't it dearie? One I've been known to use on occasion."

Fear and fury began to throb through Homura's heart. He'd been playing her the whole time! She canceled her time stop and whirled around to face him only to see him wave his hand and as he did so the pistols she was holding turned into dust. With another wave of his hand a purple field closed around her and she found herself unable to move. The smirk returned to his face followed by an evil cackle that actually sent a shudder through Homura.

"Did you think it would be that easy to destroy me dearie? For a "magical girl" you know very little about actual magic. Magic can't be destroyed, only transformed." He reached into his reptile skin coat and pulled out another dagger that looked exactly like the one she'd just destroyed. "This is the real one and no, destroying it won't kill me."

He came toward her slowly, the dagger at the ready. The smirk never left his face and his golden eyes bored into Homura's like those of some predator ready to strike at any moment. "I must admit you've been helpful in preventing Madoka from contracting with the Incubator up to this point and you've been quite amusing too, but I'm afraid you're usefulness is at an end." With a flick of his hand her shield was torn away from her leaving her soul gem exposed.

He continued to advance toward her clearly savoring the panic obvious on her face as he did so. He gripped the dagger tightly and made ready to stab it through her soul gem. Homura began to say a silent prayer. 'I'm so sorry Madoka...'

Rumplestiltskin's hand moved forward and time seemed to slow of its own accord. Homura saw the blade moving toward her soul gem only to see a flash of white next. Time resumed its normal pace for Homura and she saw that Kyubey had jumped down onto Rumplestiltskin's hand. It sunk its teeth deep into his scaly, golden flesh and Rumplestiltskin screamed dropping the dagger as the spell holding her broke and she could move once more. She heard the Incubator's voice in her mind. 'Grab the dagger, now!'

Homura didn't have time to think, she dove for the dagger as Rumplestiltskin tore Kyubey off of his hand and threw the Incubator into the side of the building with a loud "thwack!". She couldn't be certain but she thought she heard him scream something like "Not again!" but her focus was on getting the dagger. Her hands closed around the hilt and she rolled to the side quickly getting up to see Rumplestiltskin moving towards her a look of pure malice on his face. Not knowing anything else to do and running on pure adrenaline she brandished the dagger at him and screamed. "Stay back!"

And for some reason Rumplestiltskin did. He took a step back as if hit by some kind of invisible force. Homura looked at him confused. "Why did you just...?"

She started alternating between looking at him and the dagger in her hand and finally she understood. "Wait, this... this controls you doesn't it? Answer me!"

Rumplestiltskin glared at her with hate in his eyes. "Yes, it does."

She saw Kyubey pick itself up off the gound and move toward Rumplestiltskin. 'That was most unpleasant, but necessary. In any case if the dagger is not a soul gem for him then perhaps it is what is needed to kill him.'

Homura looked at Rumplestiltskin and thought for a moment he had somehow gone pale. "Is that true, would this kill you?"

A malignant sneer appeared on Rumplestiltskin's face. "Yes, but it comes at a price."

"What price?"

"If you kill me it will be your name on that dagger. You will become the new Dark One with all that entails." Kyubey cocked its head to one side at this, then the other side next, then looked at Homura. She could swear that its eyes were glowing more normal.

"You mean I would have all of your powers?"

"Yes."

The thoughts ran through Homura's head and she had to admit they weren't something that she necessarily disliked having. If she had all of Rumplestiltskin's power what couldn't she do? He could free the girls of their contracts so she would be able to as well. She could save all of them, Mami and Kyoko, even Madoka if she made a contract. Moreover she could do it for any magical girl all across the world potentially. She could bring the Incubator's plan crashing down around their heads. She might even be able to do something to them directly, find some way to punish them for what'd they done to her and the others. And all she'd have to do is run this monster through with his own blade. She took a step toward him.

Rumplestiltskin's sneer grew even more severe and he began speaking through clenched teeth. "I know what you're thinking. You're thinking about all the good you could do with my power but it doesn't work that way. Being the Dark One is a curse, not a blessing and you can't simply help people. It always has to come with a price. Moreover you'll eventually lose the thing you love most, just like I did."

'Madoka.' The thought slammed into Homura's brain like a runaway subway train crashing into the terminal. If she became like this thing she'd have to trick and press her friends to make deals just like he did. She would have to become a monster one perhaps just as bad a witch. Madoka would never forgive her she was certain of that. She couldn't kill him, but right now she didn't need to. As long as she had the dagger she was in control of him. So instead of killing him she decided to pump him for information. "What's your plan, why did you need Sayaka's corruption?"

"It's an ingredient for a spell I need to cast."

"What kind of spell, tell me everything!"

"The witch that's coming, Walpurgis Nacht. Its power is immense, but that power can be bound and used. I intended to absorb it into the dagger."

Homura couldn't contain the shock from showing up on her face. "Bind Walpurgis Nacht? Take its power and use it for something else? What could you possibly need that power for?"

Rumplestiltskin's glare intensified and he began slowly moving toward the entrance of the courtyard. "I need it to travel to another realm, another world."

"Stop." The command halted Rumplestiltskin in his tracks and Homura moved so she could see both him and Kyubey. "You come from another world don't you, why would you need this power to travel to another one?"

"Traveling to other worlds isn't as simple as you think. Even getting to this world took some effort. And the world I plan to go to is special."

"Special, how?"

"It's a world without magic."

But Rumplestiltskin was a being of magic wasn't he? Why would he ever want to go to a world without it? Wouldn't he be powerless there? "Why do you want to go to this world?"

Rumplestiltskin visably clamped down on himself trying to resist the command. The hatred in his eyes could practically burn through Homura and if he were clenching his teeth any harder they would start to shatter. Clearly this was something very dear to him. But Homura wasn't prepared for what he said next. "To... find... my... son!"

"Your son? The one you love most?"

"Yes!" The vehemence with which he said it showed how angry he was at this personal truth being violated by a complete stranger but for Homura it had a different effect. One she never would have thought possible toward such a creature: pity. She couldn't help it, there were some similarities in their goals. He had been trying to find his son, just like she had been trying to save Madoka. Both of them were trying to save the one they cared about most in the world. In that moment Homura saw not the monster, but the man behind it. A man as weary of his struggle as she was hers if not more so. Homura let out a tired sigh.

"Very well, I'll help you."

Rumplestiltskin's expression changed from hatred to confusion. "What?"

"You're trying to save the one you care about. I know how that feels. You've been doing it for a long time haven't you? So I'll help you, but... I have conditions." The sneer returned to Rumplestiltskin's face.

"Don't think you know me girl!"

"You were trying to get Madoka to agree to a deal and I doubt you would have done anything good to her if she kept refusing you. So first, no more deals except the one I'm making to you now while you're here in this world understand?"

"Yes."

"Second you can't harm Madoka or myself, not ever got it?"

Rumplestiltskin glared at her with more hatred than she thought anyone could possibly possess. "Yes."

"Finally I'm keeping this until it's time for you to cast that spell. No trying to take it from me. I don't trust you one bit. Once you've cast your spell you'll be free to find your son assuming the spell won't hurt anyone in casting it, will it?"

"No, just the witch."

"Good, now then-"

"Homura-chan!"

Homura winced and turned to look seeing Madoka running into the courtyard. "Madoka what are you doing here?"

"K-Kyubey said you were here and in danger."

"And you just listened to him and ran into a dangerous situation after all you know about him? Why Madoka!? What did you think you could accomplish!? I'm fine but if I wasn't what do you think would happen to you!?" Homura's chastisement caused Madoka to take a few steps back.

"I-I'm sorry Homura-chan I just wanted to he.. wait why do you have that dagger Homura-chan? Isn't that the dagger of Rumplestiltskin's that Sayaka..."

"Yeah, it is. Don't worry, it controls him. He can't hurt us." Homura moved away from Madoka and fixed her sight on Rumplestiltskin and Kyubey. "In fact he can help us now. He can keep you from needing to make a contract with Kyubey. Let me show you. Rumplestiltskin, you once cast a spell on Sayaka to prevent her heart and soul from being stolen correct? Cast it on Madoka now."

"W-What are you doing Homura-chan!? He's evil! You can't possibly be thinking of using his powers to..."

"It's alright Madoka. He can't hurt you. Just let him do it and you won't need to worry about Kyubey tempting you anymore."

"That's not the point Homura-chan, I don't want to rely on that kind of dark power." Madoka began to step back with fear clearly on her face.

"That dark power you're talking about is what saved Sayaka from becoming a witch Madoka. She would have become a monster and we would have had to kill her if not for it. Now just let him cast it!"

Rumplestiltskin teleported next to Madoka and a green aura began to glow around his right hand. "Stand still girl, this will only take a moment."

"NO!" Madoka threw her hands out and a flash of white light appeared and blasted Rumplestiltskin back several feet. Homura's jaw practically dropped to the floor in astonishment and she looked at him.

"What the HELL was that just now!?"

"Light magic. " Rumplestiltskin began to pick himself up off the ground. "She's the savior, she has the potential for it."

"How is it that I've never seen this before!?"

"She's lacked the confidence up to this point to use it."

Madoka could cast magic? How the hell had Homura missed it for so long? With that kind of power she might have been able to take on Walpurgis Nacht without contracting with Kyubey at all. Homura silently cursed at herself thinking of all the times she'd seen Madoka sacrifice herself without knowing what she could do naturally. "Well, what are you waiting for? Try casting it on her again."

"I can't. The spell will only take if she wants it to."

Homura shook her head. "Look Madoka just let him cast the prot-"

"I said no Homura-chan!" Madoka shook her head. "Making a contract with Kyubey is my choice to make, not yours." Kyubey sauntered over to stand next to her its unchanging smirk driving Homura into an almost homicidal rage.

"Madoka, you _know_ what that thing wants to do you! What it _tried_ to do to Sayaka! What it's _doing_ to Mami and Kyoko and me! How could you _possibly_ still be entertaining the thought of making a contract with it!?" Homura could feel the heat coming off of her face and knew it was completely flushed with anger.

"Right now I don't intend to, but if that situation changes I want to be able to make that choice."

"But you don't need to now! With Rumplestiltskin's power I can make sure that you'll never have to risk your soul! I'm just trying to protect you, why won't you let me do that!?"

"Why won't you trust me!?" Madoka had tears in her eyes now.

"Because you'll just sacrifice yourself like you always do! You'll think you're doing the right thing but it will destroy you!" There were tears in Homura's eyes too.

"You mean in the other timelines, don't you Homura-chan?"

"Huh!? How do you...?"

Madoka glanced at Rumplestiltskin who had moved next to Homura. "He told me."

Homura's gaze moved to Rumplestiltskin and her eyes narrowed for a moment. "You bastard."

"It's not my fault you weren't willing to tell her."

Homura turned back to Madoka. "Look Madoka all I want to do is protect you. I don't want you sacrificing yourself. If anybody should be sacrificed it's me. I can't be saved."

"That's right isn't it? I can't afford to have my contract broken by you?" Rumplestiltskin gave her that irritating smirk again.

"Well dearie that depends on what your wish was."

"My wish was to be able to go back in time to when I first met Madoka in order to save her."

Madoka gave her a concerned look. "Homura-chan, you made your wish on my account?" Homura however didn't answer.

"Well then if your contract was broken and the wish nullified either you would return to your original world or..."

"Or?"

"Or the memories of all the Homura Akemi's you've been replacing will become active at once in your head. How many times have you been repeating this month? A dozen times or maybe it's closer to a hundred? So many clashing memories in your head all at once. It would be enough to drive you mad." Rumplestiltskin let out another evil chuckle.

"Homura-chan." Madoka walked over with that warm smile Homura knew so well and put her hand on Homura's shoulder. "I don't think you should be sacrificed either and I don't think you can't be saved. If there's dark creatures like him then maybe there's good ones too somewhere that can help you."

Homura shook her head. "Even if there are we have no idea who they are or how to contact them." She pointed at Rumplestiltskin. "He's not even from this world."

The smile didn't leave Madoka's face. "I see, but that's not a reason to abandon hope Homura-chan. You've worked so hard to protect me in all of these worlds you've been to and I don't even remember what you did. I need to thank you for that."

"Madoka... please... just this once let me protect you. Let me stop you from making that contract. It's what you asked me to do in one of those worlds."

Madoka looked down for a moment. "I'm sorry Homura-chan, I can't. It has to be my decision."

Homura was looking at her with tears in her eyes. "Why do you have to be so stubborn?"

It felt like they were taking opposite sides in some bitter war. This was the last thing Homura wanted. She wanted to be at her best friend's side, not fighting against her. But how else was she supposed to protect the foolish girl? She wouldn't even listen to the regrets of another version of herself. How was Homura to keep Madoka safe if not to take the choice away entirely? Madoka was just too sefless, too prone to martyring herself. If the option was there she would take it sooner or later.

"I'm sorry Homura-chan." Madoka turned to leave and Homura put her hand on the girl's shoulder.

"Wait. There's one last thing I'd ask you to do." She looked at Rumplestiltskin. "You're going to teach her how to use her power."

Madoka turned to look at her. "Homura-chan I..."

"He said it was light magic, not dark Madoka! And it's a talent you naturally have so you should learn how to use it. And maybe, just maybe you won't need to make a contract after all."

"I... ok, I can accept that Homura-chan." Homura hugged Madoka hard. "I... can't... breathe... Homura... chan."

"Sorry." She released her grip on the girl and looked around. "We should be going."

"No, there's one more thing I have to do." Rumplestiltskin however had moved close to Kyubey who was regarding him with its usual. There was an insane, malicious glint in his eye. "You..."

Before Homura could react Rumplestiltskin gestured with his hand. Kyubey was grabbed by some kind of force and thrown into the side of the building again. This time there was a sickening,wet crunch as the Incubator's bones broke and blood splattered on the wall. The corpse fell to the ground with another wet thud.

"Kyubey!" Madoka made to run toward the Incubator's body but Homura stopped her.

"Wait, he's not dead."

Madoka looked at her with shock. "Huh?"

"Just watch, you need to see what you're dealing with." She glared at Rumplestiltskin. "And you... never do that while you're here in this world again!"

Rumplestiltskin sneered at her as Madoka turned back to look at the Incubator's corpse. Another Incubator or rather Kyubey itself in another body appeared out of the shadows. It walked up to the its ruined former body and began to devour it. Madoka took a step back and clapped her hand to her mouth as if she was going to be sick. Homura however watched the scene with casual disinterest. She had after all seen this happen many times before. When the Incubator had finished its "meal" it turned and regarded Rumplestiltskin with its unchanging expression again. 'What was the point of that display?'

Rumplestiltskin's face was full of pure malice and Homura and Madoka actually took a step back upon seeing it. He spoke to the Incubator through his clenched, rotten teeth. "That was a warning. You cost me dearly today Incubator. Someday soon I will make you _pay_ for it."

Kyubey however didn't react at all. 'Your threat is meaningless. You can't kill me.'

Rumplestiltskin took a step toward the Incubator. While it didn't react Homura got the frightening feeling he was about to do something horrible to the creature. The only thing that stayed her hand was that it was Kyubey being targetted. Still, Madoka wouldn't like it if more harm befell the Incubator so she held the dagger tightly, ready to put a stop to whatever he was planning if necessary.

"I don't need to kill you to make you suffer." Rumplestiltskin then directed his gaze toward Homura who felt the cold fear from before turn into white hot panic. But instead of doing anything to her Rumplestiltskin simply said one thing before teleporting away in another giant plume of black smoke. "Either of you."

"Homura-chan?" Madoka had placed her hand on Homura's shoulder and she realized that she was shaking in fear. She couldn't help it and was trying desperately to stop it to no avail. What she had seen directed toward her in this gaze was a hatred without end and a madness beyond comprehension. She had defiled one of his most treasured secrets and she was certain he would do everything he could to enact revenge for it. She'd have to control him until he left this world but would she be able to give him the right commands to keep him from somehow lashing out? She stared down at the dagger in her hand and as she focused on the black, cursive letters that spelled out Rumplestiltskin's name she voiced the one thought that was racing through her head:

"Madoka... what have I gotten myself into?"

Madoka hugged her from behind. "I don't know Homura-chan."

* * *

 _Author's Notes: So here we are at the end of chapter 6 which is driven by two questions. The first is "How do you deal with an invincible or near invincible villain?". The answer is you make them defeat themselves. It's a tired cliche true, but gets used so often because it is so effective. It allows you to not only set up a powerful, intimidating villain, but also to sow the seeds of their own defeat within their actions. And the most common way that this is executed is in showing their arrogance. Rumplestiltskin is full of it. He can't be harmed by normal or even magical weapons and unlike in the Enchanted Forest there's not even the secondary option of the special squid ink that can bind him temporarily. So as a result he's been quite full of himself throughout the story and it comes back to bite him hard in the form of his other weakness: his dagger. Having a talisman or device that can either control or nullify a villain's powers is another often used cliche again because it is so effective. Not only do you now have something that the heroes can use to bring the villain low, but you have the opportunity to explore what it is and how it fits into the villain's backstory._

 _The way Homura gets the dagger is nearly a copy of what happens to Rumplestiltskin in the fourth season of Once where Anna gets it much to his chagrin. There is however a key difference though. Anna simply rattles off enough commands to protect herself and her loved ones as well as fixing what Rumplestiltskin did and getting her back home. Homura on the other hand is trying to actively use and control him. If someone gets his dagger Rumplestiltskin appears to be completely helpless. We see what can happen to him in the third season of Once when someone smart and evil, in this case Zelena, gets hold of the dagger and uses it to make him do whatever their sick mind desires. He has to follow their orders no matter how distasteful. However it's also shown that he still has his wits and that he can have some autonomy when carrying out orders. As Baelfire mentions at one point in that season Rumplestiltskin is the king of finding loopholes and so although Homura does have him in a corner making Kyubey the villain ascendant and setting up that switching villain dynamic I mentioned in the previous chapter, how well she has him cornered is definitely in dispute. She's nowhere near as smart as Zelena and she's definitely not evil enough to think to impose the kind of harsh restrictions and psychological manipulation that Zelena had to in order to keep the Dark One chained at least as Homura is in this story._

 _Speaking of Kyubey and the Incubators, what about them? The fact is that despite not having emotions they too show a rather obvious example of arrogance in the series with Kyubey dismissing Homura's ability to do any real harm to him after killing his body just as he does repeatedly in this chapter. And with his lack of emotions it's not like Homura can attack his mind either. He seems unassailable. And while Kyubey never pays for that arrogance directly in the series he definitely pays for it in Rebellion when instead of killing him and the rest of his race she instead enslaves them and breaks their minds. At that point Homura had realized that harming the body was one thing, but inflicting a fate worse than death was another. The end result being that the entire Incubator race now has to fight the evils of the world at Homura's whim and they've been driven insane by having to deal with all the emotional pain they inflicted on the magical girls in the past. I'm also trying something a little different with Kyubey this time around. Up to this point I've focused mostly on what the Incubator's hive mind and the splinter thereof that is Kyubey are thinking. This time I'm trying to focus on some of the visual aspects that are used with the character in PMMM. There's a lot of very specific light and shadow effects around Kyubey some of which hint at the truth about him early in the series and others that emphasize the horror of him later on. It's kind of appropriate since it's usually a little before this in the series that he drops the pretense of being a cute mascot and starts going full on demonic. And yes, that little bit with Kyubey when Rumple reveals Homura would become the new Dark One after killing him is the closest Incubator equivalent to him pissing himself. Homura becoming the Dark One would in general lead to excruciating torment for the Incubators. She'd quickly fall to the darkness and do something hellish to them, much as she did in Rebellion. Heck it would probably be worse than what she did to them in Rebellion. And even though he pulls the same stunt on Rumple that he does to Homura and Mami, he knows that Rumple may well be able to do something nasty to him though what he can't really tell so Rumple actually calls his bluff afterwards though of course to no reaction._

 _So what's the second question this chapter is based around? It's "How far would Homura go to protect Madoka?" and the answer to that is however far she thinks she needs to. I mentioned Rebellion before and you can look at this chapter as my look at Homura as she appears in Rebellion. We see in the series that she's willing to fight anything and do anything, even to the point of trying to kill Sayaka to save Madoka either from her fate or from feeling pain. In Rebellion this drive of hers goes even farther beyond that. She's willing to defy Madoka's will, steal her powers, and impose her will upon reality in place of Madoka's all to give Madoka a chance to live the life she was denied by fate and her wish. This attempting to impose herself on Madoka actually exists in the series too with her trying to cajole and even command Madoka at times not to make the contract with Kyubey. In essence Homura tries to rob Madoka of her own agency, her ability to choose what to do with her own life. At the end of Rebellion this leads to them effectively becoming enemies despite this being the last thing Homura wants. Still, she goes through with it because she believes she knows what's best for Madoka. I wanted to show that aspect of their relationship leading to how the scene between them in this chapter played out._

 _Also what we see in Rebellion is effectively what happens when Homura is just pushed too far. Knowing what the Incubators are planning to do to Madoka and the world she sacrificed herself for combined with some of the things an amnesiac Madoka says to her pushes Homura to the rash actions she commits at the end of the film. Effectively she has a complete breakdown of sorts. I thought 'What if Homura had a different kind of breakdown, one that was a little more positive in the sense of bringing down her wall?'. This is what lead to how she deals with Mami in this chapter with Homura revealing her fear and vulnerability thus bringing Mami's motherly side out and it carries over into some of her reactions later. Basically things are going so good for her at that point that she's desperate enough to destory that defense mechanism of hers to keep this rekindled fantasy of a perfect happy ending for all of her friends alive._

 _For music the break out piece is Homura's theme "Puella in Somnio". "Dealing with Rumplestiltskin" from the Once soundtrack helped again too. The next listing is going to be a bit odd though. There are three tracks from the Before the Fall:Final Fantasy XIV soundtrack that's available on Itunes that really helped me picutre the fight scene. Those are "A Light in the Storm", "Footsteps in the Snow", and "Oblivion". The fight scene isn't much and it was going to be a curbstomp one way or another anyways but hearing those songs I couldn't help but think they would make awesome music for a magical girl fight scene, either between two magical girls or one and a witch._

 _The Once title capture for this chapter is Mami's table with two cups of tea on it. The next chapter should be the last one unless it balloons like the third one did which may well happen. The title is something of a spoiler too so I'm going to keep it hidden for now. As always, please rate, favorite, follow, and comment. I'd like to get a lot of input on this so I can improve in the future!_


	7. Chapter 7

Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

* * *

Chapter 7: The First Day

Homura looked over the assemblage gathered at the abandoned factory. Madoka, Mami, Kyoko, and Sayaka were standing in a circle talking. Madoka and Mami were talking about the point of this meeting: Madoka's first "magic lesson". Kyoko meanwhile was trying to cheer up Sayaka and failing badly in part because Sayaka was staring at one of the two interlopers to what should have been a happy gathering: Rumplestiltskin, who was standing away from the group looking at them with annoyance. The second interloper was Kyubey, whose presence Homura was allowing grudgingly. Part of her hoped that by seeing Madoka's powers and her ability to defend herself the Incubator would be deterred from trying to contract with her though the pragmatic side of her brain knew that simply wasn't going to happen. Kyubey would never let go of Madoka, he never did. All in all the gathering was quite surreal to Homura. She'd never expected to see all five of the magic girls of Mitakihara gathered together for anything frankly, not after so many disastrous time loops filled with death and corruption. To see them all joined in some common purpose lifted her heart though she did her best not to show it.

Homura took another glance around the empty factory building. She had decided it would be an ideal place to train Madoka. It was secluded and large enough to contain any "accidents" that might occur. Few people ever came into this part of town and anyone who did would be dismissed as either crazy or high if they managed to see something and tried to tell anyone. Apart from the broken windows and outside graffiti there was little wrong with the structure. Taking a final glance at the group she walked over and cleared her throat. "It's time to begin."

Mami, Sayaka, and Kyoko broke the circle and sat down on a blanket Mami had brought facing the middle of the room which Madoka and Rumplestiltskin were approaching, the former hesitantly. Homura herself sat down next to Mami while Kyubey moved over and sat next to Kyoko who gave the Incubator a disgusted look then pulled out some pocky to chew on. Rumple meanwhile flashed Homura a look of annoyance. "I work better without an audience."

"Homura sighed and flipped her hair with one hand while holding Rumple's dagger in the other. She'd already determined that she wasn't going to let him train Madoka alone. "I already told them they could come and I'm always going to be here regardless, now just do it."

Rumplestiltskin looked down at Madoka with his hands crossed over his stomach. She was shaking and glanced over to Homura who gave a slight nod. Madoka then turned to look at Rumple for a moment before closing her eyes, taking a deep breath, and opening them again. "Ok, I'm ready."

"Good." Rumple began to slowly circle Madoka like a shark while the frightened girl turned in step to keep him in sight. "Magic comes from belief, but to wield it with any real degree of control requires conviction and will, something that hitherto you haven't shown much of. There are many kinds of magic in the realms each with their own distinct properties and specialties. Dark magic for instance gets its power from negative emotions such as anger and-"

"I don't want to learn dark magic!" Madoka was glaring at Rumple now who ignored her and continued circling.

"Of course not, you wouldn't be good at it anyways. Your talent lies with light magic which can be used to protect, heal, and drive away dark forces. It comes from a need to help others, to protect and nuture."

Madoka's hand shot up, likely an involuntary reaction from having just been in school. "Sensei, I have a question."

Rumple gave her a confused look. "Sensei?"

"Ah, it's a word we use for a teacher." Madoka looked at him sheepishly as a thin, somewhat pleased smile crept onto his face. "Anyways I was wondering, can it be used to resurrect someone?"

Homura glanced over at Sayaka who had visibly tensed up. So Madoka was thinking of bringing Kyoksuke back for her? Somehow Homura didn't think that would go very well if it could be done. Kyosuke would still be with Hitomi and it wouldn't erase the fact that his death came in part because of her wish and it being cancelled.

"Magic can do much, but not that! There are rules. You can't bring someone back from the dead, you can't make someone fall in love, and you can't change the past." With that last one he shot a glance at Homura who narrowed her eyes in response. Sayaka held her head down and shook while Kyoko placed a hand on her shoulder for support. Homura knew it wasn't just the first rule that had unnerved her. The fact you couldn't make someone fall in love drove home the point that she had been wrong to make a wish in the first place.

"So what am I supposed to practice first sensei?" Rumple stopped circling and held his hand up with the palm up. A puff of black smoke appeared and after it cleared there was a black stone in his hand.

"Finally ready to jump in then? Good. Your first task will be a minor bit of will working. I want you to use your magic to transport this stone from my hand to yours. Now focus, hold up you hand and will the stone into it." Madoka held up her hand as instructed and focused on the stone for nearly a minute and nothing happened.

"Concentrate... picture the stone appearing in your hand!"

Madoka closed her eyes. Her breathing became slow, rhythmic. This went on for minute, then two. Rumple stared at her intently. Everything was silent, even Kyoko had stopped chewing on her pocky. And... nothing. Madoka let out a deep sigh and opened her eyes. "It didn't work."

Rumplestiltskin glared at her. "You're not digging deep enough. Not using your emotions. Emotions are power. Memories are power. Tell me, what were you feeling when you pushed me back?" He took a step towards her and Homura gripped the dagger tighter ready to stop him the moment she felt she needed to.

Madoka's eyes had widened. "I-I wanted to protect myself."

"Yes?"

"I wanted to save myself."

"And?" He took another step towards her.

Madoka closed her eyes and cried out. "I wanted to get rid of you!"

Everyone gasped and Rumplestiltskin grinned as the stone disappeared in a puff of white smoke only to appear in Madoka's hand a second later. She opened her eyes and looked at it dumbfounded. "How...?"

"You used your emotions and let your instincts guide you to the power. Now... do it again, just as you did before!" He waved his hand and the stone reappeared in his grasp.

Madoka closed her eyes tightly and seemed to concentrate hard. She lifted up her hand palm upwards and within a couple of seconds the stone disappeared and reappeared in her hand again. She looked at it and a smile broke out on her face as everyone but Rumple, Kyubey, and Homura clapped. Homura simply nodded and allowed a small smile to cross her face. "Well done, Madoka."

Rumplestiltksin let slip a bemused cackle. "I am impressed. It took Regina several days just to manage even that."

Madoka looked up at him. "Regina, who's that?"

Rumple had another smile on his face but Homura got the sense that it was hiding something. "No one you'd recognize dearie, or want to meet for that matter. In any event you're far from done yet. This time you'll not only bring the stone to you, but also place it back where you found it. Magic is like any other skill, the more you practice, the more it becomes reflexive. And from there you can build on it." He waved his hand and the stone disappeared only to reappear in the middle of the room on a simple table.

And so it went for about three hours. Rumple would give Madoka a simple task which she would struggle through for a while, sometimes minutes until eventually she managed to perform it. Most of them involved manipulating objects, teleporting them around or making them float in the air. Occasionally he would make comments and verbally push to her to act out in some way to get the magic to work but it always did in the end. Homura was actually quite impressed with Madoka's progress. From the way he was explaining and reacting to her accomplishments it seemed Madoka was picking things up very quickly.

As the lesson wore on the girls began to talk. Even Sayaka started to join in. Much of the conversation focused on what Madoka might be able to do and what would be taught next. Kyoko wondered if Madoka could conjure food from nowhere. Sayaka wondered if she could cure some fatal illness or travel anywhere in the world. Mami, the most pragmatic one wondered if she could simply will a witch into nonexistence. Even Homura wondered if she could learn to travel to other dimensions or appear to be someone else. The only exception to this banter was Kyubey who stood completely still, never taking its eyes off of Madoka for a single second. Homura didn't like it one bit, the Incubator was obviously planning something though what she couldn't begin to fathom. She did get the distinct feeling though that Kyubey wasn't concerned in the least with what Madoka had managed to accomplish and that made her worried. The Incubator might not be capable of fear or panic, but it could still be caught by surprise and forced to think quickly neither of which was happening. And that meant it believed it had full control of the situation. Homura hoped fiercely that it was overestimating the extent of its grip.

As the sun began to go down it was time to wrap up. They would walk together until they were in a safe neighborhood then Mami and Kyoko would follow Homura to her apartment to go over battle plans while Sayaka and Madoka went home. Madoka walked up to Homura and hugged her. "Thank you for this Homura-chan! For once I-I actually feel special."

Homura returned the hug a tear threatening to loose itself from her eye. "You've always been special to me Madoka."

Homura then walked over to Rumplestiltskin and motioned him away to the far corner of the room. She noticed Kyubey was paying attention to them but didn't have a way of stopping him. She had to know just how good Madoka's progress was and as impressive as it had been to her, she knew nothing of this magic to truly gauge Madoka's ability. "Well what do you think?"

Rumple regarded her neutrally. "About?"

"About Madoka. How good do you think she'll get?"

He smirked at her and moved his hand slightly. "You mean will she be ready to take on that witch in a week? No dearie, she will not. She may be one of the quickest learners I've ever dealt with but it would take a least a month for her to handle a minor dark spirit. It would take at least a year before she could handle a regular witch on her own. The best she could do to that thing is irritate it momentarily."

Kyubey cocked its head to the side while Rumple gave her a deadly look. "But that's not the point is it? We have our deal and I will fulfill my part. _Don't_ try to break it dearie, for your sake. You already forced me to admit to something very personal and our deal is the only reason I'm not trying to find a way to kill you right now."

Homura shook her head. "Don't worry about our deal. You get your shot first. I'd rather put you in the line of fire than my friends. If you do what you say you can do then you can find your son. Even if you can't I'll let you have your freedom as long as you leave this world and never return. And I won't tell anyone about your secret. I don't like people prying into my past either. I can't say the same for Kyubey though I can't think of a reason why he would."

A twisted smile appeared on Rumplestiltskin's face. "Speaking of the nuisance, don't worry about what it's hearing. As far as its concerned Madoka is the greatest up and coming sorceress of this age."

Homura just shook her head and walked toward her friends as Rumple gave the Incubator an evil smile and a wicked chuckle before disappearing in a plume of black smoke. Kyubey itself also left as the group left the building.

* * *

Homura, Mami, and Kyoko were at her apartment pouring over the city maps and various battle plans Homura had made up. Mami was drinking a cup of tea as usual while Kyoko seemed to be eagerly looking at all of munitions layouts Homura had drawn up. Given the extra leeway Kyubey had given her with its lack of focus early on, Homura had been able to gather a sizable arsenal which she had been slowly planting in strategic locations ready to unleash on Walpurgis Nacht when it inevitably showed up. Homura was pointing out each of the hiding places. "I have explosives set up here, here, and here."

Kyoko let loose an appreciative whistle. "Where did you get all of this firepower?"

"Stopping time is a great way to lift a few things from the JSDF, and the Yakuza for that matter."

Kyoko grinned and nudged Mami. "Mami, remind me not to piss her off next time. I think she might be packing more heat than you." Mami gave a small smile and shook her head.

"Akemi-san this is quite impressive. I will admit I thought the idea of you coming back in time was a bit far fetched but seeing this it's clear you've faced this witch multiple times. I'm surprised you've survived as many times though. This witch seems unthinkably strong."

Homura held her head down. "Most of the time it was because Madoka..."

Mami put a hand on Homura's shoulder. "This time she won't Akemi-san."

Homura nodded and continued. "Anyways even though this is the backup plan we need to learn it well. If something goes wrong with the primary plan we need to be ready to fight for our lives. The good news is we should have enough grief seeds to make it through provided we're careful about our magic consumption over the next week."

"Yeah about that." Kyoko cringed for a moment. "What's tall, creepy, and ugly supposed to be able to do to that thing, turn it into a mouse or something?"

Mami took a sip of her tea. "I was wondering the same thing. How could he ever deal with a witch like that? He seems powerful yes, but I've yet to see anything that suggests he has the ability to destroy a witch this powerful."

Homura sighed. "I know it sounds ridiculous but he has a way of nullifying its power."

Mami raised an eyebrow. "Which is what Akemi-san? You can't expect us to trust you if you're not willing to tell us everything."

Homura looked away for a moment, sighed, then turned back to face Mami. "You're right, you're right. Here's the thing, he has a way of using Sayaka's corruption to absorb the witch and its power."

"Absorb THAT thing!?" Kyoko's eyes had widened considerably. "There's no way!"

"Moreover Akemi-san what does he plan to do with this witch's power once he has it?" Mami looked understandably concerned. After all who wouldn't be frightened at the thought of that much power in the hands of someone like Rumplestiltskin?

"I'm sorry Mami I wish I could tell you that, but I can't. It's part of the deal I have with him. All I can tell you is he won't hurt anyone, you have my word."

Mami's gaze narrowed and her smile fell into a frown. "I hope you're right for all of our sakes Akemi-san. Personally after seeing him I don't know if his deals are any better than Kyubey's contracts."

"The fact that this allows Madoka to live a normal life automatically makes it better. I know you may not agree with me, but you don't know how many times I've seen her sacrifice herself. She was my first real friend and I... I don't want to see that ever again, even if it means using him to make that possible." Tears were starting to spill down her face and no matter how hard she tried Homura couldn't stop them. The mask once broken wasn't easy to recreate.

Mami finished her tea and stood up. "I understand Akemi-san. It's just I don't think you know the true price of this deal any more than you knew the price of Kyubey's contract when you... when any of us agreed to become magical girls."

She went over and hugged Homura then turned to Kyoko. "Kyoko, it's time for us to go."

"Yeah, yeah. Anyways we'll see you tomorrow for Madoka's training right? I can't wait to see what she learns next. Maybe she'll learn how to blow something up!" Kyoko flashed a lopsided smiled and waved as she and Mami left the apartment.

Homura sat there for a moment not really seeing anything. Mami had a point of course. She didn't truly have control of the situation nor did she know what the results of her bargain with Rumplestiltskin would be. She thought about this current timeline. There had been no others quite like it. Madoka had a real chance of finally being free from the Incubator's clutches, Sayaka had been saved from her dark fate albeit at a terrible cost, and then there was Mami and Kyoko. Here Homura frowned. It was true Mami and Kyoko were happier in this timeline than they'd ever been in any one she'd previously been a part of, but there was one fact that still gnawed at Homura: They were still magical girls. They were still damned to that horrific fate, that eternal torment that all magical girls eventually fell into unless they died. They had to be saved and then there was the matter of the Incubators. They had to be punished and prevented from continuing their sick plan of harvesting magical girls if at all possible.

Homura walked over to her dresser and pulled out a small lockbox then she fumbled in her pocket for the key. Once open she pulled out the box's single content: Rumplestiltskin's dagger. While she had commanded Rumple not to try and take the dagger from her she wasn't too certain where the authority the dagger granted her ended and she certainly didn't want it getting in the hands of Kyubey. So she locked it away whenever she didn't need it on her. Her room was dark and yet the dagger caught what little light came in from her living room and glinted menacingly. Every time she looked at it she had to surpress a shudder. And every time she made a command with it she felt cold, like some part of her was dying. Yet now she had need of it and its powers. She took the dagger into the living room and held it aloft. "I summon you, Dark One!"

The familiar whoosh and plume of black smoke heralded Rumplestiltskin's arrival and he didn't look pleased. "And here I thought I would be allowed to spin straw into gold all evening. I do so enjoy doing it, it helps clear my mind."

Homura ignored him. "There's something I need you to do for me."

Rumple feigned a sincere smile behind which Homura could feel his contempt of her. "And what would that be I wonder?"

"Mami and Kyoko, I need you to restore their humanity. Not now, but before you leave. And because Mami wished for herself to be saved I need you to heal her after she's been made human again."

"That's not all is it dearie? No, there's something else in your eyes, something dark. " His smile became its usual twisted self. "You want me to do something nasty don't you, say to... the Incubator?"

Homura shook her head. "Not now, no. But they will have to be prevented from continuing to contract more girls. This nightmare has to end. So before you leave this world..."

Rumplestiltskin interrupted her with a demented laugh. "Oh no dearie, no need to command that of me! I was planning to do something _appropriate_ to them anyways. Just leave that one to me. Anything else?"

"No, that's all." Rumple disappeared in another plume of black smoke and Homura collapsed onto one of the benches and sat there staring at the dagger. One thought echoed through her head. 'Mami, Kyoko... please forgive me.'

* * *

Kyubey jumped down from the window to Homura's apartment and begun to walk the empty streets pondering what it had seen and learned today. Rumplestiltskin was a fool to think his little trick about Madoka's progress had managed to affect Kyubey. It and the hive mind had closely monitored what the girl was capable of and she was in no way near a position to take on Walpurgis Nacht with what she had displayed. She would need to make a contract if she ever wanted to take that witch on and Kyubey had a plan for getting her to do so. It would need to wait until the appropriate time, but once that moment came it had the perfect temptation to convince Madoka to contract and oddly enough it had the creature to thank for that bit of leverage.

Then there was the situation with Homura Akemi. She was in no way in control of that creature and it was easily able to manipulate her. In fact the creature was better at doing so than Kyubey itself could admit to. She was laying the foundations for her own fall, just as she must have done in the previous timelines she was a part of. Soon she would be confronted with the hopelessness of her situation and finally fall into despair. Once this timeline began to unravel and her dream of saving Madoka and all the others was dashed she would quickly succumb and her witch would wreak havoc on this world. But that was still a few days away and so Kyubey would wait and bide its time while watching the time manipulator destroy what she sought so desperately to protect.

* * *

The next several days flew by quickly, much too quickly for Homura. She had wanted to savor this brief moment of peace, this calm before the storm. Madoka had continued to do well in her lessons. She had learned to bring up basic barriers and even to light a candle with a thought. Yet Homura knew Rumplestiltskin was right, there was no way Madoka would be strong enough to fight Walpurgis Nacht, not without a contract. The thought was like a spear of dread piercing Homura's heart. This world was so close to what she had abandoned as impossible so many years ago, to lose it now would be beyond devastating. Homura knew she might well fall into despair at that point. And if that happened what horrors would she unleash as a witch? No, she would have to either try again or if it was too much end herself, or have someone do it for her. It was a sobering thought. She'd had to kill Madoka once so she wouldn't become a witch, would Madoka or one of the others do the same to her now?

Then there was what she had ordered done to Mami and Kyoko. It was eating her alive knowing the suffering she was going to put them through. There had been several times where she had thought to tell them or to rescind the order but every time the thought kept popping into her head: 'This is necessary. They have to live.'. Still, every time she looked at herself in a mirror she found that she couldn't help wondering if she was looking at a monster. She was a magical girl, an inhuman being to be certain and she would become a witch eventually which was definitely a monster. But was she already a monster at this point? She kept coming back to that thought she'd had over a week ago when she'd been about to fight Sayaka on the overpass. That chasm she'd imagined stretched before her, had she fallen into it without noticing? The mask she had once worn to protect herself was now shattered and she could feel so much more now, but with it came the vulnerability of falling to despair that all of the other girls had to deal with. Had that been the first step off the edge, or had it started sooner than that when Sayaka had been saved and she had begun to feel relief, even hope again for the first time? She looked at the dagger in her hand and took a deep breath. No, they were her friends, she had to give them the choice. Before she gave the dagger over she would offer the decision to Mami and Kyoko and hope that they took it.

Homura looked out at the Mitakihara skyline, at the roiling black clouds that were moving in. Normal humans never saw witches, that was the province of magical girls, beings like Kyubey, and the mad. Most humans equated them with bad luck or in this case some kind of natural disaster. Walpurgis Nacht was here. The evacuation announcements were being made all across the city, and people were heading to the designated shelter behind her. Madoka and Sayaka were already there but Homura knew that Madoka would show up at the battle site eventually. It was her selflessness, her need to end others' suffering that always drew her in. Mami and Kyoko would already be at the battle site and she would join them but first she needed to speak with Madoka and Sayaka. She needed to warn her friend one last time. She hid the dagger in its box and walked into the shelter. Makeshift bedding had been set up in the main area where most of the people were milling about. The fear of their faces was plain as day and Homura didn't want to think what would happen if Walpurgis Nacht was allowed to come close. She saw Madoka and Sayaka and motioned for them to follow her.

They moved to an empty section of the center that was serving as the evacuation shelter. They could see the black clouds looming ever closer bringing their promise of desolation and death. Madoka and Sayaka both looked out at the cloud with trepidation on their faces. Sayaka was the first to speak. "So that's it huh?"

Homura shook her head. "That's just the beginning."

Madoka looked at her. "Homura-chan, are you sure you, Mami, and Kyoko will be alright?"

Homura tried to give her a reassuring smile. "It's ok, we have a plan. Besides Rumplestiltskin will be facing that thing for us." She patted the box.

"Homura-chan, you really shouldn't be using him like that. Nothing good will come of it."

"If it keeps everyone alive I'm willing to do it Madoka. Just promise me one thing. Kyubey is still out there and he plans to trick you into a contract with him. You can't do it no matter what he tells you. You have to trust me to deal with this and if there's a cost then... then I'll be the one to pay it, not you. And Sayaka..."

Sayaka looked at Homura confusion on her face. "Yes?"

Homura put a hand on her shoulder. "Look after Madoka ok."

Sayaka nodded. "Ok, Homura."

Homura gave the blue haired girl a little smile. "That's the first time you've called me by my name."

Sayaka returned the smile with one of her own. "Yeah well, you deserve it. Now kick that thing's butt and come back to all of us!"

Homura nodded and walked away.

* * *

Mami was standing with Kyoko at the intended battle site. They'd yet to see the witch, but they had begun to feel its presence. It was overwhelming and Mami knew that Homura had been right. This wasn't an ordinary witch. It was like armageddon was beginning to bear down on them. Homura would be here soon and they would begin. She looked over at Kyoko who was obviously ready for a fight. She'd brought her entire stock of grief seeds and Mami had little doubt that if it weren't for Homura's plan, Kyoko would charge the witch the moment it appeared. She couldn't help but feel a twinge of excitement herself. She looked over at the redhead who flashed her an excited smile. "You know I never thought we'd work together again Mami, much less against something like this."

Mami allowed herself a confident smile despite not feeling that way at all. "I know what you mean. When you left I never thought I would see you again." The smile turned into a frown.

"Hey Mami, there's something you should know. Regardless of what happens I... I want you to know I'm glad we were able to do this... oh who am I kidding? We're going to kick this thing's ass so stop frowning! But I... we did some pretty boneheaded things in the past and when this is all said and done I'd like us to start with a clean slate ok?" She offered a Mami a stick of pocky as her smile became a full faced grin.

"Kyoko... nothing would please me more!" Mami took the offered pocky and began to chew on it slowly in her usual dainty fashion.

For Mami this was a truly happy moment, just the thing she needed to take her mind off the monstrosity that would be in their midst soon. When Mami had first met Kyoko she was eager yet very inexperienced. Mami had taken Kyoko under her wing, taught her how to fight and use her powers as a magical girl. At first everything had been wonderful, Kyoko had been the friend she had desperately craved for, but eventually her view on hunting changed and clashed with Mami's own. Thinking back on it there had been good reason for the change in Kyoko's demeanor but Mami in her need to cling to the one friend she had found had managed to drive Kyoko away. This however was a fresh start and one Mami fully intended not to mess up.

"So where's the one that set up this little party?" Kyoko gave a quick look around. "I thought she'd be here already."

"We still have about an hour before the witch shows up. She'll be here. I just hope this plan of hers will work."

"Oh it'll work dearie!" Mami and Kyoko spun around to see Rumplestiltskin watching them intently. "I took the initiative and set up everything I needed days before of course, wards and the like. It will require quite the investment of power to bring that witch low after all and I'm not one to take chances. It'll be quite the spectacle I assure you. Unfortunately you won't be in much of a state to sit around and watch I'm afraid."

Kyoko glared at the imp and summoned her spear. "What are you talking about!?"

Rumplestiltskin gave a noncommittal shrug. "Well just that your friend commanded me to give you two back your humanity before I left this world and this is the perfect time to do it!"

"What!?" Mami summoned one of her rifles and pointed it at the disgusting being in front of her. "That's ridiculous, she wouldn't do that!"

"Oh I'm afraid she was quite clear." He waved his hand and both of them were surrounded in a purple aura and unable to move. He turned to look at Kyoko. "Don't worry, you'll both still live. Now, you first."

* * *

Madoka looked out the window at the increasingly dark clouds in the sky. She couldn't stop thinking about Homura, Mami, and Kyoko and about what they were going to face. She was so worried about them. Would they all survive? They had to, everyone had come too far to die now. She closed her eyes and thought about the last month. Ever since Kyubey had appeared to her and Sayaka her life had moved from one crazy event to another. No, that wasn't quite right, it had started with that dream. She had found herself facing what she now recognized as a witch. She'd seen Homura in that dream too. She'd asked Homura about it earlier and had been shocked to learn that what she had seen was Walpurgis Nacht itself. That horrifying monster was now here, ready to devastate the city unless it was stopped.

She let her mind drift through her memories. So many things had happened from meeting Kyubey and Mami to Sayaka making her contract and almost becoming a witch. Then she had confronted a being more evil than she thought possible only for Homura to take control of it. And now Homura was going to use that creature against the witch. Madoka hoped with all her heart that Homura wasn't making a mistake. She had seen the evil in that creature and knew it would unleash chaos on Homura and the others if it could. Sadly all she could do was stay here and wait it out. The powers she had learned, all those wonderful things she found she was able to do weren't enough to help her friends when they needed her the most.

Madoka hated seeing people suffer, it was always something that made her feel horrible and she'd always want to comfort whoever it was that was in pain. This need was especially difficult for her to ignore when her friends were in danger. In those cases she was willing to do whatever it took to help them, even if she was hurt in the process. It wasn't that she wanted to be hurt or that she needed to make sacrifices of herself, it was just that she couldn't stand to see the pain her friends were in. It ate at her and the only thing her mind kept telling her was 'Save them!' over and over. It was taking every ounce of willpower she had not to rush out to where the battle was supposed to take place. Having Sayaka here helped. If she were gone, if she'd become a witch Madoka didn't think she would be able to control herself. So when Kyubey appeared in front of her she tried to put a mental stomp down on her heart to be able to endure his latest attempt at contracting her.

'Madoka, the battle will begin soon. Aren't you going to make sure your friends are alright?' Kyubey looked up at her with that unchanging expression but the fact that he was trying to play on her sympathies was obvious at this point. Still, she had to strain to keep that mental dam she'd put around her heart from breaking.

'I have faith in Homura-chan, Kyoko-chan, and Mami-san. They'll come back.' She tried to appear stoic but she was fully aware that she was failing miserably.

'You don't know that for certain. This witch is incredibly powerful, with the combined might of a thousand witches. Normally such a small group would have no chance against it.'

'I trust Homura-chan. She's done so much for us and I refuse to believe that she'll fail now.' Madoka gave Kyubey a stern look. 'I have hope and if someone says to me it's wrong to hope, I will tell them that they're wrong every time.'

Kyubey displayed no reaction of course. 'You may trust Homura Akemi, but you certainly can't trust Rumplestiltskin. He has his own plans.'

Madoka shook her head. 'Homura-chan has control of him. She'll make sure he doesn't do anything evil.'

Kyubey cocked his head to one side. 'Yes, but how well does she really have him controlled? He's still able to go where he wants and certainly has had time to find a way out of her grasp and if not to inflict some kind of emotional pain on her in some way. Do you remember what he said to her? He doesn't have to physically harm or kill her to make her suffer. He could easily do that through Mami or Kyoko.'

Madoka clenched her eyes hard. As much as she knew she shouldn't listen to this creature, this monster from another world that wanted to use and corrupt her, he did have a point. Homura wasn't in full control. She'd seen enough of his apparent freedom for herself. Yes if Homura did what Madoka thought would be necessary to keep Rumplestiltskin fully in check she wouldn't be the Homura that Madoka cared for so much now. If she did those things Homura would be someone darker than Madoka could imagine. Someone that Madoka would have a hard time not calling severely misguided if not evil. Kyubey wanted her to intervene, to get involved and put herself and the others in danger. She had to resist the temptation being put in front of her despite how difficult it was. 'Homura-chan will keep him in line.'

When Madoka opened her eyes she saw that Kyubey continued to stare at her directly. His beady eyes were drilling into hers. 'Perhaps but do you know what her plan for him is? Have you taken the time to think about what will happen with him after they've defeated Walpurgis Nacht?'

'Homura's going to use him to help fight the witch and then she's going to have him leave this world.' She didn't like the idea of him being used but if his powers were enough to tip things in Homura's favor Madoka felt she could live with that. Homura had told her he was effectively immortal so it wasn't as though he was in any real danger either.

'No Madoka, she intends to let him absorb Walpurgis Nacht.'

'What!?' The thought was like an explosion blowing away the dam she'd built around her heart. Kyubey might omit information yes, but everything he said had always been strictly speaking true. Homura was going to let Rumplestiltskin have that witch's power? Her heart and mind were free now and the latter was going so fast she could barely keep up with the barrage of thoughts that were flying through it.

'Imagine what Rumplestiltskin could do with the power of a thousand witches Madoka. How many people he could hurt. They might not be from this world, but someone would suffer because of him having it.'

And Madoka could imagine it. She'd seen what he had done to Sayaka, and the thought of that creature having the power of a thousand witches at his beck and call terrified her. How many would suffer? Walpurgis Nacht had the power to kill thousands by its mere presence alone. He would have that kind of power. He would be able to turn it on anyone. How many would die screaming if he unleashed that power? And all of this because Homura was going to let him do it.

Her thoughts turned to Homura. What was Homura thinking letting him have that power!? Did she simply not care that he could use it on others? Madoka had seen Homura change over the course of this month and she had thought that overall it had been for the better. She had started to trust and rely on others again. The wall around her heart was coming down and yet still she was willing to allow this? Madoka's heart was now screaming at her to stop Homura no matter the cost and try as she might she couldn't help but listen to it. She needed to confront her friend and convince her to stop, to find some other way. And if necessary she would need to... need to... She looked down at Kyubey her mind still racing this time focusing on a wish, any wish that could bring all of this to an end. Dozens popped into and out of her head as she quickly analyzed them and discarded them as insufficient. Regardless of the wish it would mean she would become a witch. That was what the system demanded. Those were the rules. To make a wish was to damn oneself. And yet, there had to be a way around it. Her mind hit one wish and stopped for a moment. What if, what if magical girls didn't have to become witches? What if the witches simply couldn't exist in this world?

Madoka began to ponder that wish. So much so her vision started to blur out of focus and all other distractions were pushed to the side. It sounded almost right and yet there was still something tugging at the back of her mind, some kind of warning. Maybe she could even do it across all of time and possibly all of the worlds and save all of the girls victimized by Kyubey, ensure that their wishes didn't end in despair. Again, it sounded good but that nagging feeling remained. She could save all of them: Mami, Kyoko, and Homura... and that was when the warning came into sharp focus and became a spear aimed at her heart. Homura, what would she do? How would she react? If Madoka made this wish and it was granted she wouldn't become a witch yes but most likely she'd become something else. A god or maybe a demon, something not at all human for certain. And then what would Homura do? She'd made it clear just how far she was willing to go and even to fall in order to save Madoka. The things she was willing to traffic with. This wish was extreme and Homura's eventual repsonse would be extreme too. She might abandon this world or even... go so far as to find a way to break the wish just to have Madoka back. That last thought was a shock and with it a cascade of other warnings appeared in her mind. Even if she did wish for this there was nothing preventing something else from taking the witches' place. In fact something would likely have to. There would still be magical girls who fell into despair. They would still fight and suffer until it was their time to leave the world. The Incubators certainly wouldn't stop either, they'd just find another way, one that likely had equally horrific consequences. The more the scenario played out in her mind the more Madoka saw the flaws. Even if she could rewrite all of reality to the point of affecting everyone's memories some of those flaws still existed. The Incubators would try to exploit the new system in whatever way they could, that was how they operated. Their need for efficiency would override caution and they had no compassion or empathy to act as a conscience to stop them. Her friends would still suffer, possibly worse than before.

Madoka's mind went back to what Kyubey had told her before. The girls' wishes had betrayed them in the end. They thought they were doing the right thing just as she thought she was at this moment. But in the end misery and despair fell upon them and corrupted them. No, that wasn't quite correct. They were already in a state of despair when they made their wishes. They were desperate to change something, just as she was now and because they had tried to use a wish to fix things rather than accepting and dealing with the situation normally fate, reality, or whatever was in charge of this mad world they lived in had compounded that despair and unleashed it on them, destroying them in the end. Even if magical girls didn't become witches that would still be the case. Despair would find those who wished and undo them somehow. Her wish would inevitably unravel one way or the other too. At first she would think everything was fine, she might even have all the girls with her seemingly happy and safe, but something would happen to bring it crashing down.

It was in that dark moment she realized something else: she would think the cost of her wish was her becoming whatever it was she would become and the duties that came with it but the true price would be seeing her wish twisted or undone in the end and she knew exactly how fate or whatever was in charge would do it too. It would use Homura and her desire to save Madoka, make her its unwitting agent and in so doing Homura would corrupt, destroy, or defile her wish at which point they would be true enemies. Neither of them would be able to stop themselves then, they'd have to play their roles like good little puppets forced to confront and oppose each other, possibly forever. There was no way a wish could fix things. Even as powerful as Kyubey claimed she would be she couldn't fix this world by voicing a desire and forcing it on reality. Everything had to be properly _earned_. Kyubey had inadvertently given her the right answer the first time, it was best never to wish for anything. Madoka felt a bone chilling cold running through her and shuddered. That wish had felt so _right_ , so _perfect_. Yet it was a trap, just like all the others. She had been so close to dooming all of them to some kind of vicious cycle, one worse than even what Homura had faced up to this point.

Madoka's vision began to clear and she realized she was sweating. And that Kyubey was still communicating with her telepathically. '...doka? Madoka, are you there?'

She shook her head and focused on Kyubey again. She couldn't fix anything with a wish, but she could try to talk to Homura, convince her not to do this or at least figure out why she was doing it. She had to have a reason. 'Kyubey, I'm leaving.'

The Incubator watched her with its unchanging expression as she dashed out of the shelter.

* * *

Homura was approaching the agreed upon battle site and as she did so she went over the battle plan in her head. Mami, Kyoko, and herself would hang back, letting Rumplestiltskin take the brunt of Walpurgis Nacht's fury. Their's was to be a defensive battle, keeping out of the way while he dealt with the witch. She didn't know the exact specifics of this spell he would cast, just that it would absorb the witch into the dagger. He would then go back to his world and use the power to create a portal to this world he wanted to go to. That was assuming of course he wasn't overestimating his powers or underestimating Walpurgis Nacht's. If either of those were true they have to switch to the back up plan. She would run interference while Mami and Kyoko set up to push the witch into the explosives she had set. At the same time they'd unleash everything they had into it and hopefully destroy it. And if that didn't work, then they would fight and if necessary die to bring down the witch. But if anyone would be sacrificing themselves to do that it would be her first and only. She would charge the witch and throw all of her remaining energy at it at once taking it to hell and her along with it. She had to protect her friends and this wonderful world where all of them were alive and had the chance to be happy no matter the personal cost. That was definitely something worth fighting and dying for, she mused.

She finally reached the battle site and her mouth dropped in shock at the site before her. Mami, Kyoko, and Rumplestiltskin were there only Mami was on the ground whimpering. Her body was covered in burns and Rumplestiltskin was waving his hand over her while it radiated a purple glow. As he did this the burns began to disappear. Kyoko was on her knees clutching her head. The look on her face was one of utter horror. Her eyes were as wide as they possibly could be, glazed over, and red from the tears streaming down her face. She was muttering to herself. "Dad no, please don't. Put it down. Not again... not again."

Homura looked at Rumplestiltskin. "What happened here!?"

Kyoko's eyes lost their glazed look and focused on her only to be filled with rage. "HOW COULD YOU DO THIS TO US!? I THOUGHT WE WERE FRIENDS!"

"Oh don't blame her dearie. She had your best interests at heart I'm sure. You were after all set to face a fate worse than death." He gave Homura an evil smile as she realized what he'd done.

"No, I-I didn't want you to do anything now. I wanted to give them the choice..." The box with the dagger in it hung loosely in her hand.

"Well you didn't tell me that dearie and you specified I do this before I left this world. Now was the best time. I'm going to be quite busy dealing with your little witch problem and besides you didn't need them here anyways. They would have been a liability. What if they had been killed by one of the witch's attacks? You worked so hard to save them after all." He finished waving his hand over Mami who opened her eyes and looked at her.

"Akemi-san, why?" The look in her eyes was full of shock, pain, and accusation. Homura couldn't face that look and hung her head.

"I-I'm sorry Mami-san. I didn't want this to happen. I wanted to give you the choice. I wasn't thinking when I commanded him. I should have never said anything. I... I was a fool. Please forgive me!" Tears were streaming down her face now.

Mami's next words as she stood up were like a sword run through Homura's heart. "I-I'm sorry Akemi-san, I don't know if I can."

"Well I can't!" Kyoko was walking threateningly toward Homura. When she was close enough she grabbed Homura's school uniform by the collar and pulled her face within inches of Kyoko's. "Do you know what I saw when he put my soul back!? When I was writhing in pain on the ground as my body was 'fixed'!? Do you know what it's like to know what you did changed nothing in the end, that you sacrificed your soul for nothing!? That you were always meant to see you family destroy itself!? The last thing I wanted was to relive all of that and you... you...!"

Homura couldn't give her any answer but the one she finally did. "I'm... sorry Kyoko. I didn't want this."

"GO TO HELL!" Kyoko punched Homura in the face and she fell to the ground still holding onto the box. "I should kill you for this..."

"We can't have that now." Rumplestiltskin waved his hand and Kyoko and Mami disappeared.

Homura looked at him in horror. "What did you just do to them you bastard!?"

"Don't worry, I simply sent them to the shelter where they'll be safe. Now, you need to give me the dagger. Walpurgis Nacht is almost here."

Homura unlocked the box and pulled out the dagger only to point it at Rumplestiltskin's heart. "Kyoko's right, I should kill you for this." Her hand however was shaking terribly.

Rumplestiltskin simply held out his hand. "We both know you can't do it. You would need to give up the thing you love most. Nor would you be able to do what I'm about to. And regardless of whether they forgive you, you did save them from a dark fate. Now, give me the dagger. She's almost here."

Homura knew he was right. She could feel the witch's presence coming closer. Within a minute or two they would be able to see it. Reluctantly she handed over the dagger. Rumplestiltskin took and looked at it as if it was most precious thing in the world for a moment before a small cloud of smoke appeared in his left hand and disappeared to reveal a vial with some kind of noxious black liquid in it. Homura realized it was Sayaka's corruption, her despair. He poured the contents over the blade where it oozed down the length and stay for a moment as a dim glow emanated from it. Then it began to seep into the blade and Rumple let out a twisted cackle. "Now, you need to stay far back. This isn't going to be pretty."

Homura nodded and began to back away as she saw something cresting on the horizon. It was the witch. Walpurgis Nacht was a horrifying nightmare in a blue and white antique dress. It flew upside down and its "bottom" consisted of several gears. Its face was eyeless with two horns jutting out. It had a hideous red rictus smile. It was calamity given form. But the worst thing was its laugh. That awful laugh that kept coming out of it as though everything was just a joke before it. That laugh brought with it a promise of certain doom to all who heard it. Homura had fought this abomination so many times before and now... now she was more determined than ever to see it destroyed once and for all. This thing, this monster represented the end of everything that had gone right in this timeline. All of her hard work. All of the sacrifices made by her and the others. It wanted to destroy all of that. And for that Homura had given it one judgement, death, at least until now.

Homura moved back as quickly as she could as Rumplestiltskin stepped forward with a sick, anticipatory grin. He held the dagger tightly in his right hand. The witch seemed to take notice of him immediately and began to rush forward tearing apart buildings and causing the pavement to split and heave. In response Rumplestiltskin raised the dagger in the air. Homura felt a strange vibration as he did so and it frightened her. Every instinct told her what was about to happen was beyond horrible. They screamed at her to get away as fast as she could. She ran over to an outcropping of split pavement and watched as Walpurgis Nacht beared down on the being that stood in defiance of her seemingly with nothing but a dagger and an incredible arrogance. And then for some reason the witch just stopped and appeared almost... hesitant. Homura looked at it in disbelief. What could possibly frighten such a being of pure madness, a being comprised of a thousand witches?

The answer it seemed started with a pulse from the dagger. It smashed against the pavement outcropping and dissipated. Black tendrils of energy leapt from the blade and wrapped around Walpurgis Nacht and buried into her. The witch started pulling back as the tendrils started to pull it in. In retaliation it began to tear up pieces of pavement and buildings and threw them at Rumple only to break against a barrier. Lightning flashed as the witch continued its assualt attempting to smash the barrier down. When the pieces of rubble failed to succeed it began lashing out with energy and fire. Seemingly in response a vortex as black as ink appeared out of the dagger sucking up both and pulling in the witch faster. As much as Homura wanted to watch things were starting to get incredibly dangerous and she didn't want to be this close. She turned around and ran only to stop dead in her tracks when the last person she needed to see here came running into view: Madoka.

* * *

Madoka ran toward the battle site as fast as she could. She could see the storm raging around it and knew the witch had come. She could feel its horrible presence and knew somehow this madness had to be brought to an end. She needed to find Homura and the others and find out what was going on. Homura had to have a reason for doing what she was doing at least Madoka hoped she did with all her heart. If not Madoka would have to find some way to stop her and Rumplestiltskin. She might have to destroy Homura's chance for a happy ending to her years long struggle. The thought tore at Madoka, the last thing she wanted to do was hurt her friend, to take away Homura's hope. But she couldn't let people suffer an empowered Rumplestiltskin just to save herself.

The terrain was now cracked as parts of the street had been forced apart by something, likely the witch itself. She looked forward and then she saw it, the thing from her dream, the nightmare now made very real. And standing between it and her was Rumplestiltskin. There was some kind of dark magical energy wrapped around the witch pulling it into a vortex emanating from his dagger. Madoka's heart fell. It was true, Homura was allowing him to absorb the witch. But... where were the others? Where was Homura, Mami, and Kyoko. She looked around and saw Homura staring right at her. Mami and Kyoko were still nowhere to be seen. Homura came running over and grabbed her hand. "What are you doing here Madoka!? Never mind, we need to get away, it's too dangerous!"

Homura started to move away but Madoka stood in place while Homura turned back to look at her with concern. "Madoka come on! We can't stay here!"

"Where are Mami-san and Kyoko-chan?" Madoka locked eyes with Homura. "Tell me, Homura-chan."

"T-They're... alive. They're at the shelter now. Rumplestiltskin teleported them there." She kept tugging on Madoka's sleeve. "We have to go now, I don't know what will happen next."

"But you do, don't you Homura-chan? He's absorbing that witch isn't he?"

"How do you... wait, Kyubey told you didn't he!?"

"Yes, now tell me why Homura-chan. Why are you letting him do this? Didn't you think about what he'll do with that power!?"

Homura nodded her head. "It's part of the deal I have with him Madoka. And... don't worry he won't hurt anyone with it."

Madoka gave Homura a serious look. "What's he going to do with the power Homura-chan, tell me. Otherwise I'll have to..."

A look of pure terror appeared on Homura's face as Kyubey appeared beside Madoka. "NO! You... you can't Madoka! You can't make a contract!"

"I don't want to Homura-chan. I know making a wish won't truly help this world, but if you can't give me a good reason I have no choice. I'll have to stop both Walpurgis Nacht and Rumplestiltskin." Madoka held onto to Homura's hands for a moment. "So please tell me."

"I... I can't Madoka, it's part of the deal I made with him!"

Madoka's face fell. So here they were, unable to come to an understanding. Homura wouldn't or couldn't tell her the truth. Maybe it was because Rumplestiltskin had a hold on her somehow or maybe it was she knew Madoka wouldn't approve. Either way this had to end. "I'm sorry then Homura-chan."

She turned to look at Rumplestiltskin. Walpurgis Nacht was inching ever closer to the vortex and would soon be absorbed. Its laughs seemed somehow distored while it was in such close proximity to the blade and at best another minute or two was all that was needed. If she was to stop Rumplestiltskin it had to be now. She took a deep breath to steady herself and tell Kyubey she was ready to become a magical girl...

Homura's hand grabbed onto her shoulder. "Wait Madoka. I... I'll tell you what I can. I'm helping Rumplestiltskin because... because he's like me."

Madoka turned to face her friend in complete confusion. "Like you? What do you mean Homura-chan?"

"Do you remember when you saw me at the factory? When I first got the dagger?"

Madoka did remember. She had come running in to help Homura without thinking. She had seen Homura with the dagger almost bragging about how it could control Rumplestiltskin, at least until it was made clear that Homura couldn't control him. "Yes... but why?"

"When I first took the dagger I found out it could kill him and that if I did that I would gain his powers." Homura looked away from Madoka. "I'll admit at first I was tempted to do it. I wanted to use those powers to save you."

"Homura-chan."

"But then he told me the price I would pay for doing it. Being the Dark One Madoka, it... it's a curse. If I had killed him and become the new Dark One I'd bring that curse down upon myself. I'd have to make those sick deals just like he does and... I would have lost the one I love the most."

Madoka cocked her head. "The one you love the most? You mean..."

"You, my most precious friend. I would have lost you, one way or another." Tears were streaming down Homura's face now.

Madoka turned and looked at Rumplestiltskin again. The Dark One used to be human? And was cursed to lose who was most dear to him? She knew he was a monster but... if that was true then even Rumplestiltskin had to have lost someone. He had to have been able to love once. Homura had said he was like her. She had been willing to kill and replace him if it meant she could save Madoka herself, at least until she found out the price. Had he made that mistake? Madoka thought back to her realization at the center, of what Homura would be pushed into if she made that wish, what she would likely become. Homura was right, Rumplestiltskin was like her in many ways only he had fallen into that trap. It was his fault of course and yet how much had he known when he started down that path? And how much of a hole had that made in his heart? But magic couldn't bring back the dead, he'd been very specific about that so the one he loved still had to be alive. Was he going to use the power to find them or... "Homura-chan, he really isn't going to use it to hurt anyone?"

"No, the only one that's going to be hurt is the witch."

Madoka locked her eyes with Homura's and gave Homura a small smile. "Then you're right Homura-chan, we need to go, now!" Homura's face broke out into a relieved smile and she nodded. Madoka grabbed Homura's hand and they began to run eventually stopping behind another outcropping of upheaved pavement at the farthest end of the witch's power where they turned and watched what was happening with Walpurgis Nacht. The witch was still fighting the dark power that was dragging it into its intended prison. Its insane laughter had become more pitched, more panicked and it had begun to lash out randomly desperately trying to escape the judgement being unleashed on it. Lightning struck randomly, glass shattered everywhere, and whole buildings began to crumble, be set on fire, and even melt. The witch's familiars threw themselves at Rumplestiltskin only to be absorbed by the vortex. Yet it was all for naught. Walpurgis Nacht hit the vortex and began to be ripped apart as it was drawn in. The laughter reached an almost ear splitting pitch as all of the witch was finally drawn in and the vortex closed after her with a thunderous boom.

There was an odd calm afterwards. The dark clouds began to slowly disperse and sunlight began to appear in dappled patches along the ground. Madoka looked around finally seeing Homura and smiled. "Homura-chan, I think it's over!"

Homura threw herself against Madoka in a hug and sobbed. "It is... it's finally over! You're still human, you're still safe! I-I finally succeeded, I finally kept my promise to you! I..." Homura broke down completely and just continued to cry into Madoka's shoulder.

Madoka looked down and saw Kyubey staring at her. 'I can't understand it Madoka. I was certain you would make a contract once you knew what Homura was planning. Now Rumplestiltskin has Walpurgis Nacht's power. You don't care about that? Why didn't you try to stop him?'

Homura broke their embrace and glared at Kyube. "It doesn't matter Incubator! She's free now and she won't be taking you up on your offer, not ever!" She turned and looked at Madoka, the desperation clear in her eyes. "That's right isn't it Madoka? You'll never make a contract? Promise me you'll..."

Madoka held up her hands. "Don't worry Homura-chan, I won't make a contract. Not ever. And to answer your question Kyubey I realized several things. I realized a wish would never truly make things better and that I'd just be continuing one cycle of misery or another by making one. And I realized I was wrong about so many things. I thought I wasn't special, that I needed magic or a wish to make me special. That wasn't true, all I needed was my friends. They're all precious to me. And finally I realized I was wrong about Homura-chan and Rumplestiltskin too. I thought they were just misguided, or obsessed, or sometimes just evil, but there's more to them than that. They've both suffered and both need to find their happiness. It needs to be earned. I can't just give it to them and in the end I didn't take that chance away from them either. I was able to trust Homura-chan in the end because... I could empathize with them and hope for the best."

Kyubey cocked its head and swished its tail nonchalantly. 'Empathy is of no use to us as is hope that doesn't lead to despair. Because of this our timetable has been severely affected. If you will not make a contract then we will need to contract with a large number of girls to make up for the deficit.'

Homura growled and aimed a kick at the Incubator which it nimbly dodged. "That's just so like you creeps. You're just going to keep your sick plans going. Keep condemning girls to become witches!"

'It is for the good of the universe. We will do whatever is necessary to combat the effect of entropy.'

Madoka shook her head. "You only think you're counteracting entropy Kyubey. All you're doing is shifting it, forcing its effect onto the souls of those girls. And as a result when they become witches they just bring more misery and suffering. They lash out and bring death and despair. You told me that entropy was killing the universe, but what the witches are doing is a form of entropy itself I think."

'That is mere speculation and has no basis in physical fact. I can't understand how you humans could come to such an illogical conclusion. We will continue our energy collection efforts on this planet until we meet our quota.'

"The reason you can't understand is because you have no feelings. You lack kindness or compassion or empathy and without that you can never truly understand us. You can't even understand why what you're doing is wrong and I... pity you for that."

Kyubey shook its head and wobbled on its paws. 'Emotions have been shown to cause widespread problems. They cause creatures to react illogically. They cause dissention. On the rare occasion that one of us is shown to be infected with emotions we treat it as the mental illness it is and eliminate it before it can spread.'

"You're despicable!" Madoka saw that Homura was gritting her teeth now.

'We're effic...' Kyubey suddenly froze as a purple aura surrounded it.

"I do so love a bit of appropriate banter with my revenge." Rumplestiltskin was walking towards them, a sickening smile on his scaly face.

"W-what are you talking about?" Madoka took a step back upon seeing the hatred in Rumple's eyes.

"Just your discussion about the Incubator's condition." He looked at Homura with that twisted smile still plastered to his face. "You fulfilled your end of our deal so I will do my part and leave this world. Rumplestiltskin never breaks a deal after all. But first, I have unfinished business with them."

Madoka tried to position herself between Rumple and Kyubey. "No, you don't have to do this! You have the power you need to find the one you love so..."

Rumple's smile became a vicious sneer. "What did you just say!? He glared at Homura. "You... you told her!"

Homura shook her head. "No, she... she figured it out."

"With your help!" The malice in his eyes was overpowering and Homura took several steps back. He stared at her for several seconds before turning toward the Incubator. "You're lucky it doesn't matter. Your silence was never truly part of our deal. I got what I came for and personally I'm quite sick of this world. I'll leave, but only after I've dealt with them!"

"You don't have to kill him!"

Madoka froze as he fixed his gaze on her. "I never said I was going to kill him, did I? In fact I think given your previous discussion with him you'll find what I do to be quite... _fitting_."

* * *

Kyubey watched as Rumplestiltskin approached it slowly. Madoka was still trying to plead with him to leave the Incubator alone. It tried to move several times but couldn't. It tried to disconnect itself from its current body and found its consciousness stuck. With a wave of his hand Kyubey lifted into Rumple's grasp. "You've caused me a fair bit of trouble dearie, more than even I could have imagined. I have to commend you for that at least. But it's time this little game ended."

'Your attempt at intimidation is pointless Rumplestiltskin. I do not feel fear.'

Rumplestiltskin laughed and glared at Kyubey. "Like I said, I enjoy such appropriate banter before I prove to someone just how foolish they are."

"What are you going to do to him?" Madoka was alternating her gaze between Kyubey and Rumplestiltskin.

Rumple turned toward her and his grin got a bit wider. "Well first, I intend to show him and both of you what he really is." He looked at Kyubey and tilted his head slightly. "I must confess I've been waiting to do this a very long time."

Rumplestiltskin drove his right hand into Kyubey's chest. Madoka gasped as he did this. While it couldn't feel emotion, it could feel pain and Kyubey let out a squeek at the biting pain. It could feel Rumplestiltskin grasping something inside of it and when he retracted his hand he was holding something. He dropped Kyubey as the binding spell ended. Kyubey made to disappear but froze when Rumple said "Stay where you are Incubator."

The hive mind was perplexed. Kyubey by all rights should be able to do exactly what it wanted to and yet here it was frozen in place, unable to leave. And not just Kyubey either, every Incubator was similarly frozen where they were at the time Rumplestiltskin spoke. Kyubey watched him turn toward Madoka and Homura. "Madoka, do you remember the night we first met and what I told you about how Kyubey creates the souls gems for the magical girls?"

Madoka tilted her head. "You said he took both their soul and their heart becomes the soul... wait, what did you just do!?"

"What do you think I did Madoka? I took its heart." He held this so called "heart" in front of the two of them and they both gasped. Kyubey couldn't understand how Rumplestiltskin could have taken its heart. After all this body's heart was still beating in its chest. "And this isn't just Kyubey's heart. They're all linked you see, one giant hive mind. They effectively have one heart, and one soul. Now, take a look at your heart Incubator and tell me what you see."

Rumplestiltskin turned so that Kyubey could see what was in his hand. It looked similar to a heart and it beat like a heart, in fact it beat in time to Kyubey's own heart. But something wasn't quite right. Much of it seemed black and a few parts even seemed to be composed of some kind of black crystal. What parts of the "heart" that weren't black were a smokey grey. 'It looks similar to a heart. What are the black streaks and crystals for?'

"Your sins, or rather the sins of your entire species. Our sins stain our hearts and your species is no exception. All of those girls you deceived into accepting your contracts, you took and twisted their hearts to not only blacken with their sins but with despair as well. And the destruction of their lives and souls have left their mark on your heart. To kill someone is one of the greatest sins one can commit and your species has done that many millions of times and this is the result. A dark and blackened heart." Rumple looked at Madoka and gave another thin smile.

"You see Madoka when you take a heart, you control the thing you took it from. And this heart is connected directly to the life force of the entire Incubator species exactly like how a magical girl's soul gem is connected to hers. If I crush it to ash..." With this Rumplestiltskin started to squeeze the heart. Kyubey squealed and fell over as a sharp, crushing pain started in its chest. And not just in its chest, the entire Incubator race was experiencing the same pain. It was like a massive species-wide heart attack. The more Rumplestiltskin squeezed, the worse the pain became.

"You said you weren't going to kill them!" Madoka was moving forward in an attempt to grab the heart from Rumplestiltskin. He held it out of her grasp but stopped squeezing and the pain subsided. Kyubey sat up and stared at Rumplestiltskin.

"So I did and I won't. Death is too good for them and there are many fates far worse than death that I can inflict."

"You... you can't! They may have done evil things in the past but they don't deserve something like that." There were tears in Madoka's eyes while Homura stood there looking shocked but saying nothing.

"I beg to differ dearie. They've destroyed more lives than even I have and I'm the Dark One. If anything deserves to be punished it's them."

'What do you plan to do to us Rumplestiltskin?'

Rumplestiltskin turned to look at Kyubey with a sneer on his face. "I'm glad you asked. I'm going to cast a curse on your entire species. The Curse of the Burdened Heart it's called and I can assure you it's quite nasty."

"B-but..." Madoka was crying again.

"Madoka I don't think we could stop him. I... I'm not even sure we should stop him."

Madoka turned toward Homura. "You can't mean that Homura-chan!"

Homura hung her head. "It's just, if this prevents them from making more contracts then..."

"That's still not a good reason to do something like this! It... it would make us no better than them. You told me how far you almost fell Homura-chan, do you really want to cross that line?"

"I... no I guess I'd rather not."

"Well if you two are just going to complain..." Rumplestiltskin waved his hand and both Madoka and Homura were immobilized in another of those auras. Now, where were we? Ah yes, your punishment. A vial appeared in Rumplestiltskin's free hand. It contained another glowing potion. This one was red similar to the one he had given Nagisa over a month ago but this potion's redness was cloudy and on closer inspection there was a sickly green mixed in with the red. Rumple uncorked the potion with his teeth and poured the contents over the heart. The red liquid seemed to pool in the grey areas of the heart changing them to that same greenish red color. As this happened a seeping cold ran through Kyubey's body.

Kyubey continued to look at Rumplestiltskin with its unchanging expression but something was... different. Kyubey couldn't put a name to it but something just wasn't right compared to before the liquid had been poured. There was a twinge of... something in the back of its mind. 'What will this curse do to us?'

"Oh you'll see right now. It's time to pay the piper!" He drove his hand with the heart back into Kyubey's chest. There was the same biting pain as before and as he retracted his hand the second time the aura around Madoka and Homura disappeared. At first Kyubey felt the same as before, but then an odd thing happened. As it looked at Madoka and Homura it started to remember all of the girls that the Incubators had contracted with over the millions of years they had been on earth. And at that moment the hive mind began to scream in its mind. It seemed to reverberate through the entire species and with it came something else. Kyubey began to look up at Rumplestiltskin and upon seeing his face something in Kyubey's brain screamed at it to run, run as fast and far away as possible. Kyubey took several steps back.

'What have you done to us!?' And Kyubey realized that its voice wasn't its usual neutral timbre but rather had the strain of... panic? Following that revelation Kyubey felt a cold shock as it realized what was also running through its brain, the impulse that was telling it to escape: it was fear.

Rumplestiltskin's smile changed and looking at it actually made Kyubey nauseous. "Have you figured it out yet dearie? I cursed your species with the one thing it tries to avoid the most: emotions. Mostly the bad ones mind you, fear and sadness yes, even despair. But there's two emotions I think you'll get quite familiar with over the next few millenia: regret and... guilt! Your species spent countless millenia harvesting energy so you could outlive everyone else. Enjoy your extended existence, oh wait... you can't!"

Rumplestiltskin cackled and Kyubey shuddered at the sound. The sound of the screams from the hive mind became more pitched, more distressed. He could still see the images of previous magical girls and now their witches too but there was also mental images from other Incubators trying... and failing to deal with the new emotional overload. One Incubator in the middle of making a contract stopped, screamed, and dropped to the ground clutching its head in its paws and muttering 'No more, no more!'. When the girl it had tried to contract with tried to speak to it the Incubator screamed at her to run and never try to make a contract again. Another was running in terror from the phantom images of the magical girls it had contracted with chasing it down while they accused it of damning them. A third Incubator threw itself in front of a train only to screech in frustration when it appeared a few seconds later in a new body. All over the earth and in the far reaches of space similar nightmarish scenarios were playing out and all Kyubey could do was find it terrifying. The Incubator race was beginning to self-destruct and there was nothing any of them could do to stop it.

The images of the magical girls and their witches continued to appear in his head in rapid succession. He began to think of the lives they led and the how they came to make their contracts. He thought of how they all had either died or fallen into despair and became witches destroying the beauty of their lives. Beauty? Yes, their lives had been beautiful Kyubey realized, until they had met the Incubators, until they had been thrown into that self destructive cycle that had turned them into nothing more than monsters or ash. And the more he thought about it the more he realized one thing: Madoka had been right. The Incubators hadn't been overturning entropy, they had taken the beautiful, wonderful lives of the girls they appeared to, lives full of infinite creative potential and then they took the girls souls, burned them out, twisted them into foul abominations that should never have been, walking catastrophes that plagued this world, and all for a limited amount of physical energy. There was no way that couldn't count as some kind of metaphysical entropy.

At the thought of Madoka, Kyubey looked at both her and Homura and his thoughts drifted to their friends. He thought of finding Mami in a burning car wreck and offering her a contract which she took to save herself. He thought of the loneliness she had continually felt afterwards even though she tried her hardest to fulfill her duties as a magical girl. He thought of finding Kyoko and offering her a contract and of her taking it to make people listen to her father's sermons. He thought of how her father had killed himself and his family all except for Kyoko who had turned cold and selfish to keep from falling into despair. He then thought of Sayaka and here he began to shake. He had known she would never last long as a magical girl, that she would quickly fall into despair yet all he had seen her as was potential leverage to get Madoka to contract. He had even hurt her, tortured her just to prove a point. He had been willing to let her become a monster to fulfill his own desires.

"Kyubey, your face!" Madoka was reaching down toward him. He felt a wetness on his face and wiped at it with his paw. A tear? Yes, it was a tear, he was starting to cry. He looked up into Madoka's face and thought about her. He had been so driven to get her to contract knowing full well that if she did and became a witch the entire human race, in fact all life on this planet would have died. If he had succeeded the Incubators would have had the blood of the entire planet on their heads. Kyubey thought about the heart Rumplestiltskin had held. How much darker would it have been after that? He looked down and imagined himself sitting a pool of blood stretching to the horizon and beyond, the tortured souls of all those he had contracted with surrounding him, accusing him, threatening him. And he knew that he deserved all of that and more. If he could see his reflection, all he would see is a monster, the worst of monsters staring back at him. And he now knew, he _understood_. And he could feel the hive mind beginning to crack, to break as the emotional strain became too much for it to bear. What was one was now becoming many. It was their nightmare made real and in a twisted way Kyubey realized, possibly their only salvation.

He looked up at Madoka, the tears now flowing freely down his face and staining the ground. 'I... I understand now Madoka. I'm... sorry.' Kyubey crawled into a ball and sobbed as the images in his mind began to overwhelm him.

None of them noticed that Rumplestiltskin had disappeared while they weren't looking.

* * *

Jefferson stood next to the portal leading back to the Enchanted Forest and he wasn't very happy. He had been to many strange worlds before but this one was one of the weirdest, and he had been to Wonderland of all places. This place was just downright creepy. He had seen the monsters roaming around the city, hell he'd seen them eat a few people. It was enough to drive someone mad. He thoughts kept coming back to his wife and daughter, perhaps the only thing that kept him sane despite all the craziness he was always dealing with. The only reason he was safe now was because of the wards Rumplestiltskin had set up to protect their path home. He'd been stuck here for a little over a month while Rumplestiltskin was off doing... whatever the hell it was he intended to do in this world and his job had been to guard the portal. Oh he had plenty of food and drink, Rumple had seen to that little detail but sitting here for a month watching the denizens of this world go about their daily business and sometimes become monster food was just too much.

And to add to all of this he had just seen a giant monster wrecking the city! He'd seen the creature while being protected by the wards and saw it disappear though how he didn't know. He was pretty sure Rumplestiltskin had been in the thick of all that nastiness and for his own sake he hoped the Dark One hadn't keeled over. If he had Jefferson would have to leave the protection of the wards, dig up a corpse, and bring it back to the portal to get home. Two had entered the world through his hat's portal and two had to go back, that was the hat's rules. So of course he was very relieved when Rumplestiltskin appeared.

"What the HELL was that monster I just saw a few minutes ago!?"

Rumplestiltskin just ignored his distress. "That was what we came to this world for. And now that I have it, we can go back."

"Thank god! I was getting sick of this demented world. Do you know how many of those weird shadowy things I saw running around and how many people they ate? I swear Rumplestiltskin this is the last job I'm doing for you!"

"We'll see dearie, we'll see." The two of them entered the portal and the doorway faded into nothing.

* * *

Rumplestiltskin entered the hall of his castle in the Enchanted Forest glad to finally be home with the prize he had sought. He looked around at the accumulation of dust over everything. Time flowed differently across worlds and by Rumple's estimate about five months had passed for the one he had spent in that wretched world. No matter though, getting what he needed had been worth it. He would however have to look at getting a maid once he got back from his next sojourn. Cleaning this place was a pain after all, even with magic. He pulled out his dagger and looked at it greedily. He could feel the power vibrating through the dagger, begging to be used. And he wasn't one to wait.

He'd found the spell in an old book of ancient magic. A spell that could create a portal to any land. He had at first dismissed the possibility of ever working the spell as the amount of energy needed was astronomical and usually required a great convocation of wizards to cast. But whe nhe had found Madoka's world and the existence of Walpurgis Nacht, a being comprised on a thousand twisted, magically active souls he knew he had found the answer that would allow him to finally cast the spell... and enter the world where his son resided.

He held the dagger out, closed his eyes, and concentrated. The spell was complex and the mental exercises needed to cast it were difficult but he had practiced them many times, to the point of near reflex. His mind went through them now step by step and he felt the magic building, forming into the right shape, the shape of a door. He felt it passing through him now, a rush unlike anything he'd experienced before. It built up to a feverish pitch as he felt a weight begin to press on the room. There was light playing out beyond his eyelids, but still he focused on the mental motions. Finally it was time. He grasped the magic with his mind and unleashed it to throw the door open. He opened his eyes expecting to revel in his triumph and... nothing.

Rumple's eyes widened in shock and he went back over everything he did. The mental exercises were correct and there had been at least one instance of the spell being cast by a single person so he didn't need a mass gathering. So what had gone wrong? The power of the witch had obviously been more than enough or the spell would have failed before he could unleash it. And it had been _specifically_ noted as being able to open a portal to a world without magic. So why? What could have possibly... He summoned the book to his hand and flipped it to the page describing the spell. He read through the information and as he looked at the history of the spell and those who had cast it something dawned on him, a horrifying truth. Every instance of the spell being cast involved either returning to another world or going to one that the caster had a strong ancestral connection to. It was a spell of returning, not sending. In other words the only way it would work is if he had been to that world before. The spell was useless. He looked down at his dagger. Worse the power of the witch hadn't been spent. And the spell he'd used to bind it wouldn't last forever. He would have to cast the power away into some kind of oblivion or Walpurgis Nacht would manifest in the Enchanted Forest itself and that was one thing he certainly didn't need. Now he had no other choice, he would have to rely on the Dark Curse. And to do that he would have to push Regina harder than ever as well as a few... others.

The rage began to build and quickly loosed itself as Rumple threw the book away, grabbed the nearest object off of the nearby table, a dusty candlestick, and screamed as he turned around and smashed it against one of the cabinets lining the wall of the room repeatedly. Once he had spent his rage he sat there heaving for several seconds before something approximating a laugh began to issue from his mouth.

"A prison of time, where all the happy endings are taken away..." And he let loose a string of mad laughter that would have chilled any who heard it to the bone.

* * *

Madoka and Homura approached the shelter with Kyubey still crying cradled in Madoka's arms. Homura had used one of the grief seeds she'd collected to cleanse her soul gem after Rumplestiltskin had disappeared. Yet she had seemed troubled. "Homura-chan, what's wrong? We survived and I'm not a magical girl, that's what you wanted right?"

"I... there's... there's something I haven't told you Madoka. Something that happened to Kyoko and Mami."

Madoka cocked her head concerned. "Kyoko-chan and Mami-san? You said they were alive and at the shelter right?"

"Yes, but there's something I did or rather ordered done and... I-"

"Madokaaaa!" It was Sayaka's voice and Madoka looked up to see her, Mami, and Kyoko running toward them.

Madoka broke out into a wide smile and began to run toward them. "Sayaka-chan! Kyoko-chan! Mami-san!"

"Mado... huh? Why are you carrying that thing!? Wait are those... tears?" Sayaka was looking over the Incubator with a combination of disgust and confusion on her face. Then she locked eyes with Madoka. "What happened?"

"It's kind of a long story, but Rumplestiltskin did something to him. Uh... Sayaka-chan?" Sayaka had shifted her gaze over to Homura and her face quickly changed to an expression of unrestrained fury. She walked over to Homura and before Madoka could think of anything to say Sayaka slapped Homura across the face as hard as she could. "Sayaka-chan! Why did you just do that!?"

Sayaka turned to face Madoka while pointing at Homura. "Did she tell you what she did to Mami and Kyoko!? They're human again Madoka! All because she ordered that imp to do to them what he did to me!"

Madoka's eyes widened. "Homura-chan you didn't!?"

Homura simply held her head down as tears began to run down her face. "She's right Madoka I... I was a fool. I thought I was in control, I thought I was doing the right thing and... I was just too stupid and arrogant to see what would happen. They have a right to hate me, I betrayed them."

"You're damned right!" It was Kyoko walking over to Homura. "I didn't get to finish what I started before that scaly freak sent me and Mami back here! And I intend to finish it Homura!"

"I understand Kyoko. I... I won't stop you."

"NO!" Madoka put herself between the two girls. "Kyoko-chan stop, this won't help anything! And Homura-chan you can't do this either! Don't you see that you're starting to fall into despair just like Sayaka-chan did when she was a magical girl?"

"I..." Homura took out her soul gem and saw that it was starting to blacken again, faster than it should be.

Madoka put a hand on Homura's shoulder. "Please Homura-chan, you did all of this for me, you didn't do all of that just to become a witch now!"

"But I..."

"You made a mistake Homura-chan! We all made mistakes. You were just trying to save us and you made a bad decision but you're sorry about that and that's enough for me." Madoka looked at Kyoko and Sayaka. "It should be enough for you too! We're all alive and we're so close to be able to move on from all of this. We need to stop fighting each other or we'll destroy this chance we have and... there won't be any hope for any of us after that."

Kyoko and Sayaka hung their heads. While Mami walked up to them. "Kaname-san, you've changed. You're stronger than you were before and... you're right." She looked at Homura and smiled. "Akemi-san, you may have hurt me but you were also trying to help me. You didn't want me or Kyoko to suffer as a magical girl and I understand why. I forgive you."

Kyoko turned away with a scowl on her face. "Tch ok, fine! Turning into a witch or dying fighting one would certainly suck. And... I remember you said you wanted to give us the choice of doing it but I guess that slimey bastard got away from you. So yeah I forgive you too and... you're going to need these." Kyoko pulled several grief seeds out of her pocket and handed them to Homura.

Madoka looked over at Sayaka. "Sayaka-chan?"

"I... alright I admit it's complicated. I was violated, nearly became a witch, had my beliefs torn to pieces, and... lost Kyosuke forever but... that was because of Kyubey and Rumplestiltskin, not you Homura. We all went through hell this last month and you were just trying to control him and keep him in line so he wouldn't hurt us too bad or kill us and I don't think I or well any of us would have been able to do much better. I forgive you."

Homura looked up at them with tears in her eyes. Her soul gem stopped getting darker and a smile appeared on her face. "I... thank you! I was able to keep my promise and protect Madoka because of all of you! I used to think I couldn't save any of you, that I had to do everything alone and didn't have to rely on anyone but... I was wrong. You're all my friends and you're all precious to me! So I'm going to make a promise to all of you. I'll protect all of you and this city for a long as I can, no matter what it takes. I won't give up, not ever!"

* * *

 _Four months later..._

Heidi Atkins awoke and sat up in her hospital bed. She'd been having such an odd dream but she couldn't remember the specific details. She remembered that it had been dark and scary and that people had died but that things might have turned out well in the end. She shook her head and got out of bed. Today was a very special day, her first day of school. For the longest time she had to be home schooled due to her heart condition. Ever since she could first remember she'd been lonely, her condition made it very difficult to find friends. Today though she'd finally be able to attend the local public school and have something approximating a normal life. She walked over to hospital window and pulled it open while breathing in the scents of the nearby trees and flowers. It was another beautiful day in Storybrooke.

Heidi showered, got dressed in her new school uniform, worked her hair into two long braids fastened with two purple ribbons, and put on her glasses. She was about to leave when she glanced down at her hand and realized she was missing something important. She walked over to the small dresser and found what she was looking for: A small silver ring with an amethyst set into it. It was one of her most precious possessions and she placed it on the same finger where whose nail sported a purple diamond. She couldn't remember where she'd gotten both the ring and mark but the mark never wore off and she never felt complete going out without the ring on the same finger. Smiling, she left the hospital room for her first day of school.

As Heidi left the hopsital she looked up at the prominent clock tower. It was stuck at 8:15, as it always was. She walked to school feeling invigorated despite her years of frailty. As she walked she looked at the town and its people. Storybrooke was a quaint little town and most of the people were known to one another. There was Dr. Hopper, the town psychiatrist walking his dog. Heidi liked him, he was very kind and when you had a difficult decision to make and you didn't know which choice was the right one he was always able to help you find it. The town's bester carpenter Marco was trying to fix an old sign and walking underneath him... and that's when Heidi froze. The man walking by Marco's ladder was dressed all in black and walked with a limp assisted by a black cane with a gold handle. Despite his crippled appearance that man, Mr. Gold was one of the most feared people in the entire town. He pretty much owned the town and practically everyone, including Heidi's parents had to pay monthly rent to him or be kicked out onto the street. Heidi shuddered and kept walking only to see perhaps the second most feared person in Storybrooke, Regina Mills, the mayor. No one ran against her and everyone, including Heidi gave her a wide berth. Despite the fact that she was smiling Heidi always thought the mayor seemed angry, like she was about to lash out at any moment. And she had such dark, cold eyes... Taking a deep breath she continued on.

As she passed by the Dark Star Pharmacy she saw the owner Mr. Clark chasing after a young redhead who had apparently stolen several candy bars. He eventually tired out and heaving began to sputter about calling the sheriff before ending up in one of his well known sneezing fits. Heidi felt sorry for him and wondered why despite owning a pharmacy he didn't seem to ever take any allergy medication. As she started walking she noticed an odd white cat on the bench outside of the pharmacy. It looked at her with eyes that seemed oddly reddish in the light and when it leapt off bench she noticed it had a weird set of black markings on its back forming what looked like a circle. She shook her head for a moment and continued her trek toward school.

Once she reached the school and saw all the students Heidi's excitement turned to fear. She was always so shy and had real trouble just talking to people much less getting to know them. She stumbled forward awkwardly and bumped into an older girl. She turned around and Heidi looked away sheepishly afraid she had offended the girl. "I... I'm sorry."

The older girl, a blonde with very light brown eyes simply gave Heidi a warm smile and stretched out her hand. "After you."

Heidi nodded and walked forward heading into the school. That girl had looked to be a sophomore so she was likely a year older than Heidi who was a freshman. She walked on and saw her classroom. The teacher, a woman with very light brown hair and eyes motioned her into the classroom. Heidi walked in timidly as the other students began to whisper amongst one other. She scanned the classroom looking for students that she might be able work up the courage to approach and spotted two who stood out down the middle of two rows. The first was a black haired girl with blue eyes who had dyed her hair a shade of blue. The second was a strawberry blonde who had dyed her hair pink. She had warm brown eyes. Heidi thought they might make good friends... but her heart was thumping in her chest so hard and she couldn't think of a good way to introduce herself. She desperately wanted friends, but this is what always happened. She'd get nervous and screw things up. She kept whispering a prayer in her head: 'Not this time. Please not this time.'.

The teacher gave her a warm smile. "Class we have a new student joining our class. Please introduce yourself miss Atkins."

Heidi stood in front of the class trembling. She took a deep breath and began to speak. "Hello, my name is Heidi Atkins, it's nice to meet all of you!"

* * *

 _Author's Notes: Ok I admit I'm being a bit of a bastard with that ending but given that Once usually ends its seasons with a cliffhanger event it's appropriate. Plus it gave me an excuse to use the timid, younger version of Homura which was fun to write! I'm more than willing to write a sequel story if people would be interested. In fact I have a few ideas and there are some story hooks in place in this chapter to dovetail into that sequel. While this story is more of a traditional PMMM tale with the inclusion of a few Once characters, the sequel would be a traditional Once story involving the PMMM characters what with the standard back and forth storytelling between past and present that is native to that series. There's four months to account for between the time of the girls reunion at the shelter and them being dragged into Storybrooke. So bookends._

 _And just as a note yes, the girls are described as middle school students in the anime/manga and high school students in Storybrooke. This is because of the difference between grade designations in Japan vs the US. In Japan Madoka and Sayaka would be second year middle school/junior high school students. In the US they would be freshmen with Mami being a sophomore._

 _This chapter and to a larger extent this story has been something of an emotional and creative marathon for me. This story actually has a bit of an interesting history. Originally it started in my head almost a year ago as a one shot of what became the first chapter. This was actually before I had watched PMMM. I had stumbled across some descriptions of Nagisa/Charlotte and Kyubey and realized that there would be some interesting interactions between them and Rumplestiltskin for obvious reasons. I can't remember but I do think I had started to write that nascent idea before I shelved it after I realized it wasn't good for a one shot and I didn't know enough about the anime to properly continue the story. It wasn't until a few weeks ago that I actually got to watch the anime for the first time and it blew me away. Puella Magi Madoka Magica is easily one of the best series I ever seen as well as being the most emotional series I've watched alongside series like Higurashi: When They Cry and Shiki. This series touched me and was one of the few to get me to cry. That was how I knew for certain how special the series was and it ultimately pushed me to come up with the idea of the Outsider's Tale series and writing this story._

 _Can you believe that this story actually had three different endings during the time I was writing it? In my original drafting of the series in my head Madoka was supposed to go Gretchen and Homura was supposed to end up in yet another loop to illustrate the idea that the PMMM characters are in their own odd version of the Dark Curse. It makes sense when you think about it. All of them, but especially Homura are trapped in a prison of time where all of their happy endings are repeatedly ripped away from them. This changed when I started writing chapter 6 and had Homura get Rumplestiltskin's dagger. From there I realized that she'd manipulate things in such a way as to save Madoka though not necessarily in a good way. The second ending involved Madoka making a wish and being about to become a witch only for a command that Homura had made earlier forcing Rumplestiltskin to save her by doing the same thing to her as he did to Sayaka. Because Madoka was in the middle of transforming into a witch when this happens she ends up in far more excruciating pain than Sayaka did and Homura would have been forced to watch helplessly as Madoka went through hell to regain her humanity._

 _The third and final ending came about as I was writing this chapter, specifically the part with Madoka and Kyubey in the evacuation shelter. This ended up being something of an epiphany for me which translated down to the character. Madoka as I mentioned in the chapter 5 notes is actually quite observant and thoughtful. I realized that given how much farther Homura had fallen by this point that Madoka might realize a few things about what Homura would later do if she made a wish and from there the idea of what wishes are and why they're bad news. And I ran with it and I'm glad I did. That one scene ended up being the cornerstone of the chapter and dictated everything that came after it and retroactively a few things before it too. You see there's actually two traps to Kyubey's deals, the first is the well known magical girls become witches and you have no good way of breaking this contract._

 _The second is the trap of a wish itself. But what is a wish and why is using magic to make a wish a bad thing? A magical wish is effectively a violation of reality. The person wishing is forcing reality to give them something they want that they haven't properly earned. And reality rebels against such arrogance. All wishes are selfish by definition. They are a voiced desire to change something. No matter what is being changed there's that selfish connection of the wisher wanting something to happen regardless of why. And that is why reality and fate end up twisting the wish and turning it on the wisher. You might get what you asked for at first but eventually the wish will come back to haunt you. That is the true cost of making a wish and its why in many tails being that offer wishes are depicted as evil beings. This is something that's actually well shown in Once (Well at least until the BS deus ex machina of the wishing star because can't make the Frozen characters suffer because popularity though I digress). The genie who becomes the magic mirror states in one episode that he's granted 1001 wishes and seen them end badly 1001 ways. Snow White's father and later the genie himself pay dearly for making their wishes. There's wishing on the blue fairy but even then someone either has to have done something (and keep doing something) for the magic to work and keep working or in the case of Jiminy Cricket you have to accept a long and potentially thanksless task. Then there's Once's sister show Once Upon a Time in Wonderland where wishes are a major part of the plot. The characters really don't succeed because of Alice's wishes. In fact those wishes are why the villains are after her and they do come back to haunt her. The characters succeed through a combination of cunning and determination. Sadly one of the characters in this series ends up in the usual series of events involving wishes and winds up dead. It also makes the reference in the story to Wonderland very appropriate._

 _Madoka uncovering this second trap is what gets her to realize the simple fact that making a wish can't truly fix things and we actually see this both at the end of the series and Rebellion. In the series we know things are going to go badly the moment Kyubey knows about the witches in the new world and expresses interest. Regardless of what he says afterwards about it not being provable we know the Incubators are likely to try something and that it could in fact mess with and bring down Madoka's wish. And of course we actually see this in Rebellion where the paradise Madoka built is effectively sundered by Homura's direct interference of her powers. The wish and the sacrifice she made have been corrupted and turned against her in what will eventually be the most painful way possible when she regains her goddess self and has to fight Homura as an enemy. Regardless of how beautiful and poetic Madoka's sacrifice was, and it certainly was both of those, she ultimately fell into that trap. We haven't seen a fourth movie, but I do hope they do one and explore this concept in canon as it's full of potential._

 _I also wanted to explore one final aspect of Rumplestiltskin and that was him as a teacher of those with magical potential. In Once he's trained three of the most powerful and evil sorceresses in the series. He also gave magical advice to Emma at times. So here he's doing it with Madoka. Despite how vicious he is he does seem to enjoy doing this to some extent hence his reaction to Madoka calling him sensei. I also decided to show him as a dark mentor when he inflicts his revenge on the Incubators and describes how ripping someone's heart works and what you can do with it. I also wanted to bookend with his foibles, namely his arrogance and tendency to overlook things. Rumplestiltskin doesn't see everything even though he has the power of the seer. He can see parts of pretty much all potential futures but it is difficult to determine what will be and what won't and even when he does do this his own interpretations can blind him._

 _Now as for the Incubators' fate I did enjoy writing the mental imagery of the entire species' breakdown into guilt and madness. It's a nice reference to what Homura does to them at the end of Rebellion. There's a lot of meaning in the Incubators' downfall as described and it allowed me to drive home the foolishness of what they were doing in the first place. Entropy is a fundamental force of the universe and trying to overturn it is simply folly but of course they can't understand that. The Incubators look down on emotions in the series even calling it a mental illness in their own species. They rely solely on logic and efficiency yet the world has always been illogical and it is emotions that allow us to make sense of those irrational bits. The Incubators lack this ability and thus they are blind to the problems they are causing. And of course everyone who hates the Incubators and Kyubey in particular and wants to him suffer for what he did will get a little schadenfreude from seeing his fate so meh._

 _Now for the music. There's a little of everything here but the big new piece is Madoka's most well known theme, "Sagitta Luminis". It wouldn't be Madoka Magica without it and a slower, more orchestral version was perfect for writing the parts where she takes center stage and either makes an important point or a momentous decision. There's also "Hope Will Return" from the Once Upon a Time Soundtrack. It also helped with many of these things. Madoka is nothing if not the one who can instill hope and bring people together._

 _Finally the Once title capture for this chapter is Walpurgis Nacht hovering over the destroyed city. I hope you all enjoyed reading this story as much as I enjoyed writing it. I will be looking over the previous chapters and possibly adding a few things before moving onto the next story in the Outsider's Tales series. The first two chapters in particular are far too short and could use some filling out. Please review and let me know what you think! Writing is always a collaborative process that involves critique, refinement, and self-exploration and I want to thank everyone that does give their opinion beforehand. You guys will help me to be a better writer._

 _Now as far as the next story in the series there are several that I'm looking at and I would actually like some input on which people would like to see next. Here's the ones I'm currently looking at:_

 _A Doctor Who crossover that features the Eleventh Doctor and involves a more in-depth examination of Madoka as a character. As I said in a previous author's notes Madoka is a wonderful character to work with and there's a lot of examine with her. In fact I'll admit that just like in the series Madoka pretty much started to take over this story from the point I started using her a POV character so there's a lot I'd like to have a closer look at._

 _A Green Lantern comic crossover that would involve looking into Mami a little more. Keep in mind this would not be a normal PMMM story. Superheroes are naturally antithetical to the dark world of PMMM where fate seems to literally be out to get the characters and power always comes at a steep price. The story would be a comic book tale set in both the PMMM and DC universes. It would basically be the equivalent of the characters kicking fate in the nuts and stealing its lunch money though not without all hell breaking loose. But it would give me a chance to do a better job of writing fight scenes so point to that._

 _Finally there's a story involving the Incubators and what would happen if Kyubey ended up acting strangely. It would be a chance to do some speculative writing on their habits, culture, and what happens when one of them goes all weird._


End file.
